Wicked Worm
by Cke1st
Summary: Was Smaug really as villainous as the dwarves portrayed him? Is it possible that the dwarves bear some of the blame, too? This is based on the book "The Hobbit," not on the movies. Rated K-plus; the language is all K.
1. Chapter 1

**Wicked Worm** Chapter 01

 _A/N  
In the Broadway musical "Wicked," we learned that the Wicked Witch of the West (from "The Wizard of Oz") wasn't really wicked, just misunderstood and persecuted. In this story, I will do something similar for another famous villain._ _This is based on the book "The Hobbit," not on the movies. Rated K-plus; the language is all K._

 **o**

"Well, thief! I smell you and I feel your air. I hear your breath. Come along! Help yourself again, there is plenty and to spare!"

Bilbo was not the world's greatest expert in dragon lore, but he knew a trap when he saw one. "No, thank you, O Smaug the Tremendous," he answered politely. "I did not come for presents. I only wished to have a look at you and see if you were truly as great as tales say. I did not believe them."

"That is clever of you," the dragon replied. "I am sure I am portrayed either as the most vicious killer in Middle Earth, or as an insignificant son of a sand lizard, depending on who is telling the history. The story is determined as much by the storyteller as by the subject of the tale. Tell me: which of the two extremes were you expecting?"

"Oh, definitely the 'vicious killer,' although I mean no offense in saying so," Bilbo said. "They told me that you were a most specially greedy, strong, and wicked dragon."

"And do I disappoint you?" Smaug asked.

"Far from it! The songs and tales fall utterly short of the reality, O Smaug, the Chiefest and Greatest of Calamities," the hobbit replied.

"Flatterer," the dragon rumbled. "I have heard fairer words from fouler tongues, so I pay little heed to the words of dwarves, elves, and men. But you speak of calamities. I very much doubt that you know the meaning of the word."

"Oh, I've heard tales of your exploits at the expense of dwarves, elves, and men," Bilbo said airily. "As I said, I doubted those tales, but I shall never doubt them again."

"You have heard tales?" the dragon replied icily. "I mean no disrespect toward a guest in my home, even an uninvited guest who has already proven that he means to take things that do not belong to him, but it would be truer to say that you know _nothing_ of calamities!"

"I will not argue the point," Bilbo replied. "I admit, I am a stranger to many of the affairs of this world, and there is much that I have not learned. What is it that you think I ought to know?" He hoped, from this line of conversation, that the dragon might say too much and reveal something that Bilbo and his friends might use against him. This, of course, was a foolish hope. Dragons, especially the old ones, are much too careful with their words to reveal anything more than they wish to reveal. It is far more likely that a person, in talking with a dragon, will say too much, either out of nervous fear or out of overconfidence; and Bilbo, remarkably enough, was feeling some of both.

The dragon shifted his bulk to face toward the general area where Bilbo stood unseen. "I suppose they told you," he began in a quieter voice, "that I appeared at this mountain like a whirlwind, falling on a peaceful people without warning and slaughtering them without mercy, and then greedily gathering all their treasure for my bed."

"Well, yes, that was the gist of what they said," Bilbo admitted.

"Of course they did," the dragon nodded. "As I said, the story is determined as much by the teller as by the subject. May I tell you what really happened on that awful night?"

"It would be impolite of me to refuse," the hobbit said. "As you say, I am a guest in your home, so I should remember my manners. But if the story is determined as much by the teller as by the subject, then how can I know that your version of the facts is better than the version that my friends told me?"

"You're a perceptive one," Smaug said. "That is unusual. Most thieves simply creep in, sieze the first thing that falls within their reach... and then die screaming as my fires reduce them to a pile of blackened ashes. I take little pleasure in that, but I am sworn to guard this pile of gold against any and all who would try to steal it."

"Against any and all?" Bilbo definitely did not like the sound of that.

"Yes, my hard-to-see companion, you have placed yourself under my vengeance as well. Normally, I would incinerate you where you stand, but because you seem more sociable than the average thief, because you returned to my cave without taking more treasure, and because you pique my curiosity by somehow remaining unseen, I will offer you one slim chance at life. Give back what you took, and you will live. But if I do not see my golden cup returned before the rising of the sun this morning, then you may be assured, I will hunt you down and burn you to a very small cinder. No thief has ever succeeded in taking away so much as a single silver coin of this hoard without paying for it with his life. It is nothing personal; you seem to be a pleasant soul, and you are better at conversation than anyone else I have met in these past hundred and fifty years. It pleases me to share pleasant words with someone who appreciates them, even though you have condemned yourself to a horrible death in the morning. So rest easy in the time that I have given you, and learn the true meaning of 'calamity' that your so-called friends will never tell you." The dragon curled up and made himself comfortable on his pile of gold.

"For uncounted years, dragonkind has lived and thrived in the northern wastes. The heat that you feel radiating from my body helps us stay alive there; it is our natural habitat. But because we are very few in number, and because the northern wastes are mostly flat ice, devoid of fixed landmarks, it becomes difficult for two dragons to locate each other on the rare occasions when we wish to do so. But when it is time for us to breed, then we must find each other, and we cannot waste time in doing it. So, in time long past, one of our ancestors flew south and found a mountain rising out of a plain, with no other mountains nearby. He found this mountain! It was a perfect landmark, easy to find and impossible to mistake for any other place. It became our trysting place and our nest. A dragon who was coming into season would fly there and wait for another dragon of the opposite sex. They would mate and remain there, waiting for the female to lay her egg. Then the male would provide food for her while she guarded their egg in the great cave in the middle of the mountain. When the egg hatched, they would take turns feeding the young dragon until it was old enough to climb to the peak of the mountain, jump into the sky, and follow its parents back to the northlands. This dance was repeated countless times through the years, usually spaced one or two centuries apart, all without incident."

"Do you mean to say that this mountain is claimed by the dragons?" Bilbo wondered. He knew that the beasts could be greedy for treasure, but to claim an entire _mountain...?_

"Yes, that is precisely what I mean to say," Smaug went on. "It was ours and no one else's, for no one else wanted it. Some one hundred and fifty years ago, I felt my own season beginning. So, like any other dragon, I flew south to our mountain. I made no secret of my arrival. Why should I? No one should be here, except, possibly, a female dragon awaiting a male like me. So I approached our mountain with confidence and hope... and then saw, with shock, that since the last dragon left here, it had become infested by _dwarves!"_ The dragon lashed his tail with displeasure at the memory, sending a wave of golden coins rippling across the pile of treasure.

"Now, please understand – I am a reasonable dragon. I realized that the dwarves probably meant no harm in being here, and that they simply did not know that they were trespassing. There was no need for an overreaction on my part. But at the same time, I knew that I had to resolve this problem quickly. If a fertile female dragon arrived and found her future nest full of hundreds of aggressive bipeds, she would turn tail and leave, and I might never see her again. So I set a few trees afire to get the dwarves' attention, then landed near the entrance to the main cave so I could reason with them.

"Instead, they came boiling out of the cave, armed and armored for battle! I had never seen such an unprovoked attack. And they sang songs of death and dragon-slaying! There was one chant that they particularly liked to call to each other. How did it go? Oh, yes, I remember now:

 _Kill the dragon!_  
 _Smite him thus!_  
 _Keep the treasure_  
 _Just for us!_

Smaug chuckled bitterly. " 'Smite him thus?' You must admit, that is a very elvish-sounding phrase coming from the mouths of dwarves! My mistake was in pointing this out to their king. I thought he would enjoy the irony, and this would help to defuse a volatile situation. I did not realize how strongly they would take offense at being compared to elves. Looking back, I realize that they expected nothing but evil and violence from me, and my attempt at humor did nothing except to supply the spark for an explosion. And I got my explosion a moment later. They hurled their spears at me in a volley! They just rattled and bounced off my scales, of course, and they did me no harm. But then..."

The dragon paused for the space of several breaths. When he spoke again, his voice was low and quiet. "You have certainly heard tales of how dragons are implacable, bloodthirsty killers? There is truth in those tales. With some of us, the blood-lust lies close to the surface and shows itself at the slightest opportunity. With others, like myself, the rage lies deep, and arises only at a strong provocation. But, deep or shallow, when it rises, it becomes unstoppable. We are incapable of containing our destructive urges until _all_ of our enemies lie dead before us. And so it was on that accursed night.

"The dwarves had barely drawn their axes and their war-hammers when my temper welled up, and then overflowed. I quickly breathed my fires onto the river, boiling the water into a thick fog that hid me from my new enemies. Then I fanned the fog with my wings, moving it toward the dwarven host as I followed behind it, until I was close enough to strike. And then I struck, and struck again! Fire, claws, teeth, my lashing tail, the sheer mass of my body... they felt every ounce of rage that I could fling at them. Nearly all of them fell; most of them fought bravely, but, brave or coward, they died that night. But my temper had not run its course. Below the mountain lay the town that the humans called Dale. Some of the dwarves fled there for safety. They found no safety there; the human town fell almost as quickly as the dwarven army did. When there wasn't much left to burn there, I returned to the mountain. But was I done? No, may my eyes be forever cursed, _no!_ I had to search the tunnels, hunting down every dwarf who remained underground, and killing them in the most painful ways you can imagine, until there were no more dwarves! Male, female, old, young... it made no difference to me. The rage was upon me and I could not stop." He looked away and hid his head behind a leathery wing. "I could... not... _stop!"_

Bilbo remained silent. This was not at all like the story he had been told by Thorin and his friends. He realized that the dragon might be spinning an elaborate lie, just like the spiders of Mirkwood had spun their webs in the trees, and for a very similar purpose. But what if the dragon was telling the truth?

At last, Smaug continued. "At last, the rage faded and I realized what I had done. I had slaughtered nearly every member of two entire communities, some of whom did nothing to provoke or resist me, and it was all due to a terrible misunderstanding. For days, I lay motionless, stunned and shocked at what I had done. If one lone dwarf had approached me at that time, he probably could have killed me with ease. At one point, I even wept. But can tears bring back the dead? At last, I pulled myself together, and I made a solemn vow.

"I gathered up all the gold and the other treasures that the dwarves and humans had made, and I piled them in the main cavern, the place where I had hoped to meet a fertile female in the near future. I vowed to guard those golden things with my life, until the day came when I could return them to their rightful owners, or if necessary, the owners' surviving descendants. If a female did come, then she would have to consent to joining me in my vow, or else I would refuse her. Returning the gold would not undo the mistakes of the past, but there were no other amends that I could make.

"In the meantime, I have lived in this cave, sleeping on the gold so as to guard it better, leaving only to hunt my necessary food. As the years went by, I became less and less active, and so I had to hunt less and less often. But whenever a thief tried to take the dwarves' gold, I had to stir myself to action, and then feed afterward. The dwarves never returned. The men did not rebuild Dale, but relocated to a new town by the shores of the lake. Perhaps they feel safer there; perhaps they think that a few more miles between them and my mountain will make a difference if I mean to fly there for some reason. If they leave me alone, then I leave them alone, although their livestock makes a convenient snack if I cannot find food in the wild lands. I understand that the horses and cows belong to them, but as long as my debt to the dwarves remains unpaid, I will do whatever I have to do in order to remain here, healthy and alert to attempts at thievery. I wait for the dwarves, and I wait for a female dragon... and, so far, neither of them has come. I have had no visitors except for birds, bats, and thieves. I tolerate the first two. And still I wait.

"So, thief, now you know what a 'calamity' really is. What do you think of my story?"

"I... I am speechless," Bilbo stammered, trying to gather his wits. "It was not at all what I expected to hear."

The dragon puffed out a puff of smoke from his nostrils. "You expected to hear tales of sneak attacks, and thievery, and greed without equal, did you not? Those are the tales that the dwarves and the men and the elves tell about me. Which of the three races filled your ears with their stories, I wonder?"

"Oh... I would rather not say," the hobbit said. The dragon seemed to be stirring slightly, and Bilbo thought that perhaps it was almost time for him to make a discreet exit.

"There is no need for you to answer," the dragon said casually. "There is a slight smell of dwarf about you, not as though you were one or had been sharing a cave with one, but enough to tell me that you have been near one quite recently. We will discuss that soon. But for now, I have entertained you with my history; now it is your turn. I still know nothing about you. Be a polite guest and enlighten me. Who and what are you?"

"What am I?" Bilbo exclaimed, surprised that the conversation had taken this turn. But he had not totally lost his wits; he knew that being forthright with a dragon seldom paid good dividends. "I am a clue-finder, a web-cutter, a stinging fly. I was chosen for the lucky number. I am a friend of bears and a guest of eagles. I am Ring-winner, and Luck-wearer, and Barrel-rider."

"How interesting," Smaug nodded and smiled, but it was not a pleasant smile. "You smell of dwarf, and you were chosen for the lucky number, so I think that you are the companion of thirteen dwarves. 'Web-cutter' makes me think that you fell in with the giant spiders of Mirkwood Forest on your way here, which means that you traveled here from the west. 'Barrel-rider' makes me think that you passed through Lake Town to get here. I assume that, when you leave here with my cup, you will return to Lake Town and a hero's welcome, which will last from the moment you arrive until the moment I set the first buildings afire. Are there any other secrets that you wish to keep from me?"

At this, Bilbo clapped his hand over his mouth, determined to say nothing else. He had thought he was being clever, but instead, he had done exactly what he had hoped the dragon would do – he had said too much and given his adversary useful information about himself.

"What? No more clever words? You disappoint me, Barrel-rider. Very well, then. I cannot force you to talk. Just be aware that the sun will rise in a few hours, and if you have not returned my golden cup by then, it will be too late to appease me. That cup was not yours, and while it might rightfully belong to your dwarven companions, I will not concede a single ounce of treasure until they present themselves to me so I can properly honor my vow. Otherwise, that vow will be your death warrant."

Bilbo silently made his way back up the secret passageway. When he had come down the passageway earlier, he had thought his course of action was clear. Now, it was hopelessly muddled. Should he steal the cup back from the dwarves to whom it belonged, in the hope that the dragon was telling the truth about sparing his life in return? Should he tell his friends what the dragon had told him, knowing that their version of events wasn't even close to the dragon's version? He might have to deal with their anger about the things that Smaug had said, but even his magic ring might not be enough to save him from the wrath of Smaug.


	2. Chapter 2

**Wicked Worm** Chapter 02

The dwarves were overjoyed to see Bilbo emerge unscathed from the secret tunnel. None of them had ever heard of someone entering the same dragon's lair twice and living to tell the tale. Their interests were divided according to their ages; the young dwarves wanted to know more about his encounter with Smaug, while the older ones were disappointed that he had not burgled any more treasure while he was down there.

"The dragon is certainly alive, and he appears to be well," Bilbo began. "He was awake this time. I was able to avoid his gaze in the darkness, but I did not dare take any more treasure, for fear that the clinking metal would make a sound and draw his attention."

"Did you see the Arkenstone?" Thorin pressed him.

"I did not," the hobbit answered truthfully. "You have described it well enough that I would know it if I saw it, and while I saw many wonders in that hall, the Arkenstone of Thráin was not among them."

"It is there," Thorin said firmly. "The worm would not ignore such a magnificent jewel; he has certainly added it to his accursed collection. It is there, and we will find it, and I will reclaim it as Thrór's heir."

"That will be no easy task with a live dragon sitting on top of the treasures," Bilbo replied.

"Do you have a plan for getting rid of the dragon?" Kili asked eagerly.

"A plan for getting rid of a _dragon?"_ Bilbo asked, feigning amazement. "I was hired as a burglar, not as a dragon-slayer! I will give the matter some thought, although I might be justified in asking for a re-negotiation of my contract if my duties are undergoing a scope change from treasure-finding into the realm of killing dragons."

"Re-negotiate?" Gloin burst out. "Has the dragon's greed overtaken you? We promised you an equal share in a hoard that rightfully belongs only to us, Thrór's heirs! How can you demand more from us when we all have run the same risks?" Dwalin and Thorin also visibly bristled at the idea.

"Yes, we have all run the same risks, more or less," Bilbo said, keeping his voice low and calm. "But who rescued you from the spiders? Who delivered you from the Elf-king's prison? And who is the only one who has braved the dragon to actually see the treasures that you so bravely claim as your own, not once, but twice? I am not a greedy hobbit, but I do believe in fair payment for a fair day's work, and it seems that, lately, I have been doing _all_ of the work."

The younger dwarves like Fili and Kili saw the justice in that statement, but the older ones disagreed, and they fell to arguing over fairness and who had contributed the most to their quest. In the end, Thorin turned to Bilbo and sullenly said, "So you want payment? Then take the cup that you brought back from below! Mind you, it is only an advance on your one-fourteenth share, not an additional reward. Take it and be satisfied! "

"I will, and thank you," Bilbo said. "But I just realized that I left something important behind in the tunnel. I won't be long." With that, he picked up the golden cup and darted back into the tunnel. The sun was beginning to rise. The dragon's deadline was very near, and for Bilbo, it was truly a _dead-_ line.

He remembered to put on his ring just before he entered the great cavern. The dragon was watching the main entrance for signs of the sunrise, and he visibly jumped when Bilbo called out, "Smaug the Golden! I have returned the things I took which were not mine." He set the cup down. It became visible the moment he let go of it.

Faster than Bilbo thought possible, Smaug's huge head whipped around to focus on the cup at close range. He froze; the dragon's head was barely five feet away from him. He could feel Smaug's hot breath all around him. The huge creature sniffed the cup several times; he cocked his head so he could see it better. Finally, he reached out with a claw and slid the cup back to its original location at the edge of the pile of treasure. It took him several minutes; dragon claws are ill-suited for holding and moving such relatively small objects. Smaug looked at the cup from multiple angles, then withdrew his head, still facing toward the cup.

"Now you have given me a dilemma," he said out loud. "I cannot rightly call you 'thief' anymore, because you have returned everything that you stole. But I do not know what else to call you. I am reluctant to call you 'Barrel-rider,' for I am sure your barrel-riding days are over. What is your name?"

"Oh, umm... I'm not sure we are on a first-name basis yet," Bilbo hemmed and hawed. "I mean, we have not been formally introduced, and I know of no one who can properly make the introductions."

"A mere technicality," the dragon answered firmly. "You already know my name and what I am. It smacks of unfairness that I do not know the same about you. If you will not tell my your name, will you at least do me the courtesy of showing yourself?"

"Well, I'm not sure that would serve my own self-interest," the hobbit said.

"Oh? Then I think you guess badly as to what your own self-interest ought to be. Let me show you the truth of the matter!" With that, the dragon took a quick deep breath and breathed out torrents of flame. He swung his head in a wide arc that encompassed the entire room, with the exception of the part where Bilbo cringed, awaiting the touch of the flames. But those flames never reached him.

"There," Smaug said with satisfaction. "By sound and smell, I know approximately where you are, and so I was able to miss you on purpose. I could just as easily have burned you alive, just as I have burned dozens of other thieves alive. I deliberately spared you, simply to prove that I know where you are. If I was inclined to slay you, then you would be very, very dead. So you see, ex-thief, ex-Barrel-rider, that your self-interest is _not_ served by continuing to hide from me. Your self-interest is best served by not angering me. I just showed you a kindness by not killing you like the intruding thief that you are, or recently were. Now it is your turn to show me a kindness, either by naming yourself, or by letting me see you."

Bilbo could see nothing good that might come from becoming visible. If he ran for his life, he might escape, but if he ever returned to this hall, Smaug would show him no mercy. If he stayed where he was, the dragon obviously knew his general location, and could burn him to ashes if the mood so took him. Staying on the dragon's good side seemed the safer course of action, by a very small margin. With shaking hands, he took off his ring and stuck it deep into his pocket.

"Hmmm." Smaug slowly swung his head closer and closer, until Bilbo thought it was time to become invisible again and run for his life. But the huge head stopped about ten feet away. Smaug sniffed him and looked at him from multiple angles, in much the same way he had examined the cup. He finally drew back with a puzzled expression.

"For some reason, I had thought that someone so brave would be rather larger," he said. "I have not seen your like before, either in size or in courage."

"Well, I'm actually of rather normal size for a hobbit," Bilbo admitted.

"Hobbit? I have not heard that name before. Very well, Hobbit. You may content yourself in knowing that no other creature of any kind has ever stood so close to me and survived."

Bilbo was torn. This dragon was clearly not the mindless killer that the dwarves had warned him about... unless it was still spinning a web of deceit, setting him up for some future downfall. Becoming more friendly with it might bring benefits, or it might ease the dragon's task of killing him and all his friends. What was best? He had had good luck in following his first impression at many points in this journey; he decided to do so again.

"If you please, sir, a hobbit is what I am. My name is Bilbo. Bilbo Baggins, at your service." He bowed slightly.

"Bilbo... Baggins." The dragon let the name slide across his lips. "That is not the name of a fierce warrior. But I see that you carry a sword. Again, you present me with enigmas!"

"Oh, you mean Sting?" He slapped his sword's scabbard. "It's not much more than a large dagger to most people, but it serves a person of my size well enough. I, erm, I took it from a troll who no longer needed it. It shines with its own light when orcs are nearby."

"An Elvish blade from the old master-smiths?" Smaug asked eagerly. "The dwarves of this mountain made many fine blades, but they never learned the secret arts of the elves. If they had, then I would know, because the orcs and the goblins have made many attempts to steal this treasure, and the swords that lie here and there would have shown their light clearly when the thieving creatures slinked in from the lower tunnels. But the swords have remained simple metal without light... and the orcs and the goblins have finally learned their lesson, I think. I have not seen their kind in at least thirty years.

"As for your own blade, if I was the kind of dragon who collected fine things for their own sake, then I would surely challenge you to see how well you handle it... and after I had killed you, I would proudly add it to my collection." Bilbo tensed up, but the dragon went on, "But fear not, Bilbo Baggins. This treasure that I guard is not mine, so I feel no desire to add to it. I may yet amass my own hoard of beautiful things someday, but not at the expense of those who cannot fight back, or those who don't know why they are fighting me.

"But tell me, Bilbo Baggins of the many enigmas: if you are not a warrior, then why do you carry one of the finest blades in all Middle Earth?"

 _Oh, well,_ Bilbo thought. _In for a penny, in for a pound._ "Smaug the Golden, you told me your story yesterday, and I found it quite remarkable. May I tell you my story today?"

"Please do," the dragon said, and rested his head and neck on the piles of gold so he didn't tower over Bilbo so badly.

The hobbit sat down on the stony floor, made himself as comfortable as he could, and proceeded to tell the dragon the story of his journey, from the day Gandalf knocked on his door right up to the present. He skipped over the details of some embarrassing incidents, like how easily the trolls had captured him, but he also glossed over some parts of the story that might have sounded boastful, like his victory over the spiders of Mirkwood. He also omitted all mention of his ring. The dragon's eyes betrayed little emotion, aside from a quick flash of surprise when Gandalf was named, and he offered no questions or comments until the tale was done.

At last, he said, "Now that is a story, indeed. I have no way of knowing the truth or the falsehood of many parts of it, but in terms of the names and places that I do know about, your tale could be true. May I ask you some questions about your adventures?"

"Certainly," Bilbo said, "but would you mind if I ran back up the tunnel for some drinking water first? My throat is quite parched from all this storytelling."

"There is no need for you to go that far," the dragon replied. "There is a substantial river that flows out the main entrance to this hall. You can find all the water you need there."

"I thank you for your kind offer," Bilbo said hesitantly, "but... how shall I say this? Your long residence in this hall has flavored the water somewhat, and..."

"...and the taste and smell of dragon are not to your liking," Smaug finished. "I do not personally understand that preference, but you are far from the first to raise such objections. Take a dwarven helmet, fill it with water from the river, and bring it back here. I will resolve your difficulties with the drinking water." Bilbo did so. "Now set the helmet on bare stone and step aside to a safe distance." The hobbit wasn't sure what a 'safe distance' was, so he backed away twenty steps. That was the dragon's cue to bathe the helmet in a long burst of flame. When he was done, the helmet was scorched but intact, and the water inside was visibly boiling.

"Give the water time to cool off and to settle," the dragon advised him. "Then pour it into a drinking vessel, like that cup that you so kindly returned to me, and I think you will find it quite palatable." Bilbo did as he was told. He feared that the dragon-tainted water would still be as horrid as the water from the dark stream of Mirkwood, but the combination of boiling and settling took away the worst of the dragon smell. The water still had a slight odor to it, but it was drinkable and he was very thirsty. Even the oddity of drinking out of a dwarf-prince's golden cup didn't stop him from filling himself with the water.

"That is much better. Thank you," he said. The last of his fears about whether he could trust the dragon were fading quickly from his mind. "Now, you said you had questions?"

"I have many questions," Smaug replied, "but one or two are of great importance to me. You said that your official status with the dwarves is not that of a friend, but of a paid employee?"

"Yes, that is true," Bilbo said. "I count several of them as friends now, after sharing adventures together, but with the others, my relations are correct but distant. I was hired to be an expert treasure-hunter in exchange for an equal share of the treasure. That is why I came along."

"You realize, of course, that I am opposed in principle to having this treasure taken from me?" the dragon said pointedly. "In order for you to receive your payment, our growing friendship must be terminated."

"Yes... that poses a bit of a difficulty," Bilbo admitted. "But the love of gold and jewels has never possessed my heart, the way it possesses Thorin and some of the others." He made a broad gesture at the heaps of gold and silver all around them. "Even the tiniest fraction of this wealth would be more than I could spend in a dozen lifetimes. It may be that I'll have to forego my payment in exchange for a fair solution to the problems that surround us. If that's so, then I can be content with Sting, some new friends, and a story to tell that no other hobbit can match."

"Let us speak, for a moment, about these new friends," Smaug said. "You say their leader is Thorin, called Oakenshield?"

"Yes, that's him," Bilbo nodded.

"And he is a direct descendant of Thrór, King Under the Mountain?"

"Yes, he is the grandson of Thrór, and he takes great pride in that. Several of my other friends can also trace their lines back to Thrór."

"Excellent," the dragon nodded. "This entire situation started badly, but it has turned out for the best. Now I am very glad that I didn't kill you the moment I detected you, the way I have killed every other thief who tried to take something from this hall. You, Bilbo Baggins, are well-placed to serve as a go-between in my negotiations with this Thorin Oakenshield. If he is truly the heir of Thrór, then this treasure rightfully belongs to him. I will be able to discharge my vow at last!"

"I'm sure Thorin will be glad to reclaim the treasure," Bilbo said hesitantly, "but I very much doubt whether he will enter into negotiations with you. He desires vengeance for his dead kinsmen, and I'm not at all sure that he'll settle for anything less than your death in return."

"That would certainly be a sticking point in our negotiations," the dragon said. "Do you foresee any other difficulties?"

"Only one," the hobbit answered him, "but it is quite a large one. Thorin places great emphasis on becoming the King Under the Mountain after the style of his ancestors. He may not be satisfied with the treasure; he will quite likely demand the mountain as well."

Smaug let out a displeased puff of smoke and thrashed his tail, sending the golden coins flying. "There can be _no_ negotiations on that score. This mountain belongs to the dragons! It is not mine to give away, even if I wished to do so, and I do not wish to do so. I still have hopes of meeting a female here, even after waiting all these years, and no female dragon will ever lay her egg in a mountain cave filled with aggressive, well-armed dwarven warriors. Thorin Oakenshield will have to become King Under Some Other Mountain."

"Then I fear that we are at an impasse before our talks have even started," Bilbo said.

"I am sure that a versatile person like yourself can find a way to break that impasse," the dragon rumbled.

"Me? Bring reconciliation between a dragon and a vengeful, stubborn dwarf like Thorin?" Bilbo wondered. "I am flattered that you have such faith in me, but there are limits to what one hobbit can do."

"Then permit me to rephrase," Smaug said firmly, raising his head so he could glare down at Bilbo. "I have waited too long to be thwarted now by a stubborn dwarf... _or_ by a reluctant hobbit. You _will_ find a way."


	3. Chapter 3

**Wicked Worm** Chapter 03

 _Now you've done it, Bilbo Baggins,_ he thought to himself as he trudged back up the secret tunnel. _You've got a huge dragon on the one hand, with fire in his mouth, claws on his feet, and a list of demands that he won't deviate from in the slightest. On the other hand, you've got Thorin Oakenshield, who is even more stubborn than the dragon, who wants exactly the opposite of what the dragon wants, and who wants the dragon dead as well. And you're caught in the middle, like a nut between the two jaws of a nutcracker, expected to somehow bring those two sides together and make them both happy! Oh, curse the day I left Bag End!_

Out of habit, he walked completely silently, so the dwarves were taken by surprise when he stepped through the doorway onto the ledge where they were staying. "Hail, worthy hobbit!" Balin exclaimed.

"We thought you were going to be gone for just a short time," Kili said. "You were down there for hours!"

"We were getting worried," Fili added.

"Has anything gone wrong?" Bifur asked.

Bilbo paused. "Well... there are complications."

"What sort of complications?" Thorin demanded.

Bilbo blinked in the pale daylight. "First, I have a question for you, Thorin. When the dwarves moved into this mountain, what kind of shape was it in?"

"It was shaped like a mountain, I suppose," the dwarf-chief answered. "Dwarves have lived here for centuries, except for a period a few hundred years ago when they left, and then returned under Thrór when he became King Under the Mountain. I think there was old evidence of dragons when they returned, but they cleaned it up and thought nothing of it... until the dragon Smaug came, may his eyes be forever cursed! Now, what about those complications?"

"Speaking of Smaug, I've been having a conversation of some length with him, and I –"

"You _WHAT?"_ several of the dwarves cried at once.

"I've been talking to him, and I –"

"Talking to the _dragon?!"_ Thorin roared.

"Face to _face?"_ Balin asked.

"And he let you _live?"_ Fili marveled.

"Well, yes, he _has_ let me live so far, and I think he'll let me live quite a bit longer, as long as I continue to please him."

"How do you propose to please a dragon?" Oin asked.

"Give him food," Bombur suggested.

"No, give him gold," Ori answered him.

"I should think he already had enough gold," Bifur observed.

"When it comes to gold, I don't think dragons know what the word 'enough' means," Bofur countered.

"All I've done so far is talk to him politely," Bilbo tried to go on. "He told me that there have been some serious misunderstandings over the years, and he –"

"Misunderstandings!" Thorin bellowed. _"Misunderstandings?_ My people were slaughtered without mercy, and the dragon calls that a misunderstanding? I'll tell you something about dragons, Mister Baggins. They love to look you in the eye while they talk, because they can influence you to believe whatever they want." He turned to the other dwarves. "I think Smaug has bewitched our hobbit and filled his head with lies. We cannot believe anything he says from now on."

Gloin nodded. "If he is really under the dragon's influence, then Smaug is probably using him to spy on us. He'll go straight back to Smaug and tell him everything we're saying."

"I can think of nothing more likely," Thorin agreed. "Hobbit, you can either go back to your dragon and stay there, or go back down the mountain the way we came up, but you are no longer welcome among us."

"Wait!" Bilbo begged. "What can I do to convince you that I'm still in my right mind?"

Balin answered without hesitating. "Say something bad about the dragon."

Bilbo had to think for a moment. "He smells very bad."

"That's hardly good enough," Dwalin decided.

"No, perhaps it is," Thorin thought out loud. "If the dragon was influencing him, then he would not be able to think of anything bad at all to say about his master. Bilbo, my apologies; I spoke too hastily. You may stay with us and fulfill the terms of our contract. But you must realize that, the more time you spend talking to this dragon, the more likely it is that he _will_ influence your thinking. Some of us have grown fond of you; pray be more careful with yourself."

"I shall try not to take any unnecessary chances," Bilbo said with a totally straight face.

Balin stroked his beard. "I would like to know more about these 'misunderstandings' of yours, Bilbo."

"Well, it's very complicated," Bilbo explained, "but the long and the short of it is that Smaug has spent the last hundred and fifty years regretting the battle he fought with the dwarves and the men here. He guards the treasure, not as his own possession, but to protect it until the day when Thrór's heir returns to claim it." He gestured to Thorin. "And here you are. There is no need to slay the dragon. Once he knows who you are, he will gladly return every coin to you."

"Gladly," Thorin repeated skeptically. "You're saying that all I have to do is walk down that tunnel, walk up to the dragon, formally introduce myself, and claim my treasure, and he'll let me keep it? Just like that?"

"Very much so," Bilbo nodded. "He'll probably want to smell you so he can tell if you're really a relative of the King Under the Mountain, but he wants a peaceful resolution to the hatred between your people and himself. You've got to admit, your chances of success are much greater that way than trying to fight him with thirteen warriors."

"What kind of a fool do you take me for?" Thorin growled. "This is an obvious trick that Smaug is playing on us! The dragon wants nothing more than to lure me into his lair so he can burn me alive, and finish the job he started a hundred and fifty years ago!"

"If he wanted to burn people alive, then he would have started with me when I first came to him," Bilbo reasoned. "If you are right about him, then he cares nothing about kings and the grandsons of kings; he cares only for gold. Since you have no gold, then as long as you don't bother him, he has no reason to fight you. But if Smaug is telling the truth, then your fortune is waiting for you down there, and only your own stubbornness is keeping you from claiming it. Either way, you run little or no risk by walking down that tunnel with me."

Thorin pondered. "And what will my ancestors think if I willingly enter into a league of peace with the creature who slew them?"

"Thorin, your ancestors are gone, and none of us has the power to bring them back. But you are here. You have traveled hundreds of miles, you have risked everything, to regain your family's fortunes. I have seen those fortunes, Thorin; they are vast beyond imagining, they lie right beneath your feet, and I'm telling you, they are yours for the asking! As for your debt to those who came before you, all I can say is, let Smaug explain what really happened. He can't undo what has been done, but we can prevent more senseless deaths, starting with your own."

"My own?" Thorin challenged him. "Is that some kind of threat?"

"I'm trying to speak realistically," Bilbo said. "If you don't accept Smaug's offer, then your only other choice is to attack him with an unlucky number of warriors. You don't really think you could win that battle, do you? Your family will lay your body next to Thrór's tomb and praise you for your matchless courage... but you'll still be dead, and so will all your friends and relations. The dragon is willing to let you live, and let you take away your family treasure as well, without lifting a spear against anyone."

Thorin considered that. "It can't be that easy."

Bilbo nearly exploded. "Does everything have to be done the hard way with you dwarves? This is the greatest opportunity a dragon ever offered anyone! Free treasure – just claim it and take it! The fact that I'm still alive is proof of Smaug's non-violent intentions. The only thing you have to worry about is waiting too long and testing his patience. Do I need to take you by the hand and drag you down that tunnel so you can claim what's yours?"

Thorin was perplexed; this was a development he had never, ever considered, so he had no plans to deal with it. "You truly want me to believe that the dragon who killed hundreds of my kinsmen has changed his ways, and he will give me both the treasure and the mountain if I ask for them?"

"Well... that's one of the complications I spoke of. Smaug will part with the treasure, but he will retain his claim to the mountain. It has been the property of the dragons since time immemorial."

 **"NEVER!"** Thorin's shout was so loud, Bilbo thought they might have heard him in Lake Town. "Erebor is the rightful property of the dwarves, it always has been so, and it always will be so. It was our labor and our skill that made it the envy of all Middle Earth, and I will not yield so much as one loose boulder to the claims of a dragon! Any deal that does not make me King Under the Mountain is a deal I will reject out of hand. Tell _that_ to your friendly dragon, and see if he remains so friendly!"

"Your unreasonable stubbornness will not make the dragon less friendly," Bilbo countered, "but it will certainly keep you from reaching any kind of agreement with him. We have a saying in the Shire: 'Half a loaf is better than none.' Your chances of reclaiming your property by force are precisely none, Thorin. Smaug offers you half of what you want; all you have to do is take it."

"You can keep your loaf," Thorin growled. "I have risked everything to become King Under the Mountain like my grandfather before me, and no dragon is going to stand in my way! Now I have heard enough of the dragon's words from you; it is past time for you to do something useful! Either burgle us some more of our treasure, or give me some ideas for how to defeat Smaug."

"Ideas for how to defeat Smaug?" Bilbo scratched his head. "I would start with at least two thousand experienced warriors, a dozen siege engines, a dragon of my own, and a horseshoe for luck. Anything less than that will quite likely fail, and Smaug will not give you a second chance."

Thorin shook his head. "More useless words? No, be off with you, burglar. We are paying you handsomely to recover our treasure for us, and I see no treasure here. Now get to work!"

"All right, I'm going, I'm going," Bilbo sighed as he headed down the tunnel once more. Unlike the first two times, he felt no fear or apprehension. In fact, he was beginning to consider the dragon better company than Thorin. He did not bother to hide himself with his ring.

He arrived at the cave in time to behold a surprising sight. It looked and sounded as though Smaug was teaching three young thrushes how to sing. They were perched on a rock ledge about twenty feet away from him. He was whistling through a gap between two of his teeth, producing a hollow, flute-like sound. The thrushes answered his notes with a similar call of their own, an octave higher. When they saw Bilbo, they flew away.

The hobbit paused. "I thought I was the only creature who got that close to you and lived," he said.

"Ahh, you are back, my small companion!" the dragon said. "I do not count the birds when I say such things. They are too small to be food and too small to be a threat, and their song is one of the few things that pleases me as I wait through the years. Do you bring me good news from the world of the dwarves?"

"I bring you the news that I expected to bring," Bilbo replied. "Thorin will consider no deal with you that does not include the rights to the mountain. He is skeptical of your offer of the treasure, even if the mountain is not considered. He is going to be one very tough nut to crack."

"That is most unfortunate," the dragon growled. "What is your plan for cracking this tough nut?"

"Why is everyone looking to _me_ to make all the plans?!" Bilbo burst out in frustration. "I'm just a simple hobbit! You and the dwarves have been at war for centuries! Am I the only one who even considered the possibility of peace?"

"You are the only one to whom both sides will listen," Smaug corrected him. "I long to end this useless conflict, but I have no ideas that will appeal to a dwarf. Your friends at the far end of the tunnel would rather continue the conflict than end it on a less than perfect note. If you cannot solve this enigma, then nothing awaits us but death and more death."

"I confess, I have no ideas," the hobbit said sadly. "We have appealed to Thorin's greed, and it was not enough. I have appealed to his reason, and I got nowhere. His other guiding trait is his love for power; that is why he will not relinquish his claim to the mountain. I wonder..." He was lost in thought for a few seconds. "That might work! Smaug the Golden, please wait patiently; this latest scheme of mine may take a few days to bear fruit. But I can think of nothing else that might bring Thorin Oakenshield to the bargaining table."

"What do you intend to do?" the dragon asked.

"If you please, I intend to bring you some more houseguests." He turned and ran up the tunnel. He was preparing a story about how he didn't dare burgle anything while the dragon was awake, just in case Thorin questioned him.

 **o**

That night, it was Fili's turn to stand watch. Bilbo waited until all the other dwarves were sound asleep, then joined Fili as he looked out over the ruins of Dale.

"That dragon didn't leave much, did he?"

Fili nodded. "He's the most destructive force we have ever heard of. None of us can understand how he let you live when he's killed every other creature in sight. How do you do it?"

"It's not difficult," Bilbo replied. "I keep my sword in its scabbard, I show respect for my elders, and I let him talk without deciding in advance what he will say or what he will mean." He grinned, although the grin was hard to see in the darkness. "I'll bet that you could do it, too."

"Do what?" Fili sounded alarmed.

"I mean that you could meet the dragon face to face and live to tell the tale. That would be something to tell the other dwarves as you sit around a campfire, wouldn't it?"

"Even if I did it, who would believe me?" Fili asked.

"Bring your brother along as a witness," Bilbo suggested. "He will back up your telling of the story, you can back up his version, and I'll back up the both of you."

"Why would you want to do this?"

"Because we are playing a very dangerous game out here, Fili. There is a live dragon not far beneath us. He has shown me good will so far, but there have been signs that he could change his mind if things go wrong. There needs to be someone else in this party who knows how to approach that dragon in peace, so if something bad happens to me, then the rest of you will still have a chance of fulfilling your great quest without most of you dying along the way." This was true, as far as it went, but it was not even close to the whole truth.

"All right, I see the sense in that," Fili nodded. "You said I could bring Kili along?"

"Yes, by all means, please do!" Fili woke his brother easily enough, but it took several minutes of frantic whispering in the dark to convince him that walking into a dragon's den at night, unarmed, would be a good idea.

They made their way down the tunnel in the dark; the pitch-blackness posed no difficulty to a dwarf. Halfway down, they lit a torch for Bilbo's benefit. "It will also alert the dragon that we're coming," the hobbit explained. "If he thought we were trying to sneak up on him or take him by surprise, that might not end well for us."

"How can you endure the foul stench of that beast?" Kili wondered.

"I suppose I've grown used to it," Bilbo answered. "If that's the case, then you'll grow used to it in short order as well."

They stepped into the cave. The dwarven brothers stopped in their tracks at the sight of so much wealth. Their heads pivoted back and forth, eyes wide, mouths hanging open, trying to take it all in at once. A low growl from Smaug finally took their eyes off the gold. They saw the torchlight reflected in his eyes, then his face as he drew closer to them.

"Good evening, Bilbo Baggins," he said. "Are these the houseguests that you promised me?"

"They are," Bilbo said. "Smaug, this is Fili, and this is Kili, sister's sons to Thorin Oakenshield. Fili, Kili, this is Smaug the Golden."

Fili overcame his astonishment and managed a fairly graceful bow. "Fili, at your service, I think."

Kili just stared. "By the beard of Durin, he's _huge!"_

"So I have been told," the dragon said with a touch of amusement. The tip of his tail twitched back and forth. At last, Kili found his wits and bowed.

"Kili, at your service. I cannot believe I am talking to a dragon and I am still alive!"

Smaug swung his head back and forth between the two brothers, sniffing them energetically. "Yes, you are both dwarves. Why are you here?"

"Bilbo invited us," Kili answered shakily.

"We wanted to be the first dwarves ever to see you and live," Fili added.

"Then you have succeeded in your task," the dragon said. "As for me, you are the first dwarves I have ever seen who have not attacked me on sight. Tell me: why have you come peacefully when that is not your kind's way of dealing with my kind?"

"Well, Bilbo said we could approach you peacefully if we wanted to," Fili tried to explain.

"And this is something you want to do?"

"Well, sir," Kili said hesitantly, "it's not that we specifically want you dead. It's just that we want our treasure back, and you're... kind of... in the way. Bilbo thinks we'll get further with a peaceful approach than we will with spears and axes."

"Your friend Bilbo is wiser than many, as well as being braver than most," Smaug commented. "But a thought occurs to me. You say you are sister's sons to Thorin Oakenshield?"

"Yes, that is true," Kili answered.

"So you are also descendants of King Thrór?"

"Yes, we are," Fili said with a touch of pride.

"Excellent," the dragon nodded. "I am willing to turn Thrór's treasure over to Thrór's closest heir. But that heir, Thorin Oakenshield, is unwilling to deal with me. If he remains stubborn, then perhaps his next-closest heirs will have to do. Fili and Kili, will you, as heirs of Thrór King Under the Mountain, willingly accept the treasures that belonged to your great-grandfather?"

The dwarves stared at the treasure, then at each other, stunned at the dragon's offer... and tempted.

 **o**

 _A/N_  
 _The part about Smaug teaching the thrushes to sing is a nod to Disney's cartoon "The Reluctant Dragon," which is about another fire-drake who is unwilling to kill people._


	4. Chapter 4

**Wicked Worm** Chapter 04

Fili and Kili let out matching gasps. The dragon Smaug had just offered them mountains of gold and other treasures, based on their kinship to the late Thrór, King Under the Mountain. All they had to do was say, "Yes," and they would become as wealthy as the kings of old... and they would take the place of Thorin, the treasure's rightful owner.

"Should we?" Fili asked his brother. "We'll never get another chance like this!"

"Thorin would flay us alive if we did," Kili answered regretfully. "But look at that treasure..."

"I never imagined so much gold in one place!" Fili nodded. "The stories we heard from our grandfather's kinsmen were all true! But it rightfully belongs to Thorin, and it would cause a civil war if we claimed it. The other dwarves would never accept our claim to it. We'd end up rich, alone, and hated."

"Yes, you're right," Kili agreed sadly. "We can't." He swept his eyes longingly across the treasure again, then turned to Bilbo. "How can we tell the dragon that we don't dare accept the treasure? We don't want to offend him by refusing his offer, but we have to refuse it."

"Allow me," Bilbo said. He turned to the dragon. "Smaug, as you know, Thorin is the closest living heir to King Thrór, and he is the one who should receive King Thrór's treasure. It would not be right to give that treasure to his nephews, and it would cause huge problems within their family as well. But just the knowledge that he _could_ lose it all to a relative may be just what it takes to bring Thorin around. This was what I had hoped for when I invited Fili and Kili to come here."

The dragon chuckled deep in his throat. "You are a shrewd one, Bilbo Baggins. I am glad I can count you as an ally and not as an enemy. But Thorin Oakenshield remains a stubborn dwarf, and my patience with him begins to wear thin. If he refuses this attempt, then I wonder if anything will ever sway him."

"Then we ought to increase the chances of this attempt succeeding," Bilbo decided, "so we won't need any more plans after that. Fili, Kili, what can we do to convince Thorin that Smaug really meant it when he offered the treasure to you?"

"Maybe seeing some more of the treasure would bait his interest," Kili said after a few seconds.

"I'm sure it would," Bilbo nodded.

"No!" said the dragon. "No part of this treasure may leave this cave until it is legally claimed by its rightful owner."

"But Fili and Kili are almost its rightful owners," Bilbo protested. "Surely that must count for something?"

"Do not attempt to sway me with technicalities," Smaug growled.

Bilbo looked around. "All right. Do the weapons and the armor count as part of the treasure? Seeing Fili and Kili dressed up like dwarven warriors of old will surely make an impression on Thorin."

Smaug pondered that for a few seconds. "Very well, I will agree to that. If you choose weapons and armor that are not made of gold or decorated with gems, then you may wear them. But anything that would be considered 'treasure' must stay here until Thrór's heir claims it."

Evidently, the dragon's definition of 'treasure' was narrower than the dwarves' definition of it. The dwarves spread out and soon found some military equipment whose value could buy a small kingdom, but which passed the dragon's inspection because it contained no precious metals or precious stones. They also found a small mithril-mail shirt, probably meant for a young dwarven prince, which would fit Bilbo perfectly.

"I'll feel rather foolish, wearing armor," he protested. "I am no soldier. I'm a simple hobbit!"

"You are a simple hobbit who has shown some tactical talent and some skill with the sword," Fili corrected him, "so you have every right to wear armor as well. It is light and will not restrict your movements, or make any noise as you do your burgling, but it might easily save your life. It might impress Thorin as well. Please take it, and consider it as part of your share of the treasure." Bilbo consented at last, but insisted on wearing the mithril shirt underneath his other garments so no one could see it.

Fili and Kili chose full suits of mithril chain mail for themselves, with mask-helmets and gauntlets to match. For weapons, Fili found a great two-handed war hammer, while Kili selected a matching pair of hand axes with runes that suggested that they had been made for the elves. They inspected each other and smiled. Smaug suppressed a shudder; the last time he had seen dwarves dressed like this was the worst day of his life.

"You really do look like famous warriors!" Bilbo exclaimed. "But now we need to get back upstairs. It won't do for Thorin to wake up and find that you've deserted your guard post, Fili." They bowed to the dragon, thanked him again, and left at a fast walk. It was still dark when they arrived at the top of the tunnel. Fili resumed his post; Kili tried to lie down and catch a few hours' sleep, but found it exceedingly difficult. He was unaccustomed to sleeping while wearing full armor. Bilbo had no such difficulties, and was able to sleep soundly until the rising of the sun.

He could have slept longer, but someone poked him harshly with a walking-stick and woke him up. It was Thorin. "What have you done, Bilbo?" he demanded.

"I beg your pardon?" he asked as he rubbed the sleep from his eyes.

"When I went to sleep last night," Thorin said, "I left one of my nephews on guard duty. When I awoke, both of my nephews were apparently gone, and their places have been taken by two warriors who look like they might have served my grandfather! They both assure me that this is your doing, in large part, and so I demand that you do some explaining."

"Oh, that," Bilbo said casually. "That is how Smaug rewards dwarves who approach him peacefully and speak to him politely."

Thorin scowled. "Is this another trick to get me to reveal myself to the dragon?"

"No, it is a thinly veiled warning," Bilbo answered. "Smaug is quite determined to hand the treasure off to the heir of Thrór. You are Thrór's closest kin, so the honor should fall to you, but you refuse to receive it. In Smaug's eyes, if the grandson of Thrór is unwilling, then perhaps the grandson's nephews might be more willing. He has already given them some valuables, as you can see. Or some other kinsman of yours might do. I do not think the dragon will be terribly choosy in this matter."

Thorin swept his eyes across the other dwarves. Most of them were relatives of his, which meant that, to Smaug, most of them could take Thorin's place as the new owner of Thrór's hoard. They could all see his face clouding over as he considered all his options and the likely implications.

"If my name is to go down in history," he finally grumbled, "it will _not_ be as the first dwarf who had his arm twisted by a hobbit! Fili, Kili, if I am to approach this dragon and negotiate for what is rightfully mine, what advice would you give to me?"

"Just walk up to him confidently, speak respectfully, and don't argue with him," Fili suggested.

"And leave your weapons up here," Kili added.

"You seem to be well armed," Thorin observed.

"That was by special permission from the dragon," Kili answered.

"Well, Thorin Oakenshield does not need a dragon's permission to carry a weapon!" Thorin burst out. "I will carry what I choose to carry, nothing more and nothing less." He set down his weapons. "I choose to leave these here. Fili, Kili, you will accompany me. Balin, if I fail to return, you are responsible for seeing our quest through to the end. Shall we go?"

"May I make a suggestion?" Bilbo asked.

"No, you may _not!"_ the dwarf-chief thundered. "I will take no orders from dragons, and I will take no orders from hobbits, either!"

Bilbo whispered in Balin's ear for a few seconds. "Thorin," Balin said hesitantly, "it might be a good idea if we all went down with you."

"Oh, you think that is a good idea, do you?" Thorin demanded. He turned to Bilbo. "And why does Balin son of Fundin think it is a good idea if we all expose ourselves to the dragon's fire at the same time?"

"Thorin son of Thráin, the fact that I am standing in front of you is proof that the dragon is not going to attack us! If he meant killing, then he would have killed me days ago. He has had several chances to do so, in fact."

Thorin shook his head. "Suppose he left you alive as bait in a clever trap to catch us all?"

Bilbo shook his own head in turn. "When the dragon and I first met, he had no idea that you and your kin were up here. As far as he knew, I was a lone thief, acting on my own, and that is how he treated me. He had no reason to use me as bait to catch anyone, because he knew of no one who needed catching, except for me. I was able to earn his trust, Fili and Kili have done the same, and now it's your turn. He already knows that there are thirteen of you, so seeing all of you at once will reassure him that you are not planning any tricks." He planted his hands on his hips and tried to look angry. "Really, Thorin, your name is quite likely to go down in history as the first dwarf who was offered a king's fortune and refused it. You've tried the dragon's patience, and you're trying mine as well. One word from me, and Smaug will choose one of your kinsmen as Thrór's heir instead of you! It's all the same to him, you see. It only matters to you and your family. You need to make your decision, and stop delaying."

"And now the hobbit makes threats and gives me orders!" Thorin snapped. "Very well, I have made my decision. We will all go down to visit the dragon together –" and he pointed angrily at Bilbo "– except for you! _You_ will remain up here and guard our camp. You will _not_ get the chance to say a single word to the dragon that might prejudice him against me." He turned to Dori, Ori, and Nori. "If you see the hobbit after we enter the cave, then you are to catch him and keep him from speaking, even if that means pummeling him senseless. Do you understand me?" They nodded solemnly.

Bilbo shrugged and watched as the dwarves laid aside their weapons and, led by Fili and Kili, filed down into the tunnel. He waited for a minute, then slipped on his ring and silently crept after them.

He found them spread out near the tunnel entrance, nervously facing the dragon, who was swinging his huge head back and forth to examine each of them in turn. He frowned as he sniffed some of them. "Where is Bilbo Baggins?" he finally asked.

"You have no need of him, Smaug. I am Thorin Oakenshield, son of Thráin, grandson of Thrór King Under the Mountain, and I have come to reclaim what is rightfully mine."

"I am glad to hear it," the dragon said noncommittally. "You certainly took a great deal of time to decide that you really want what is rightfully yours." He sniffed Thorin again and nodded. "So you are willing to claim all this treasure as your own?"

"I claim the treasure," Thorin answered proudly, "and the mountain that contains it. It is all the rightful property of the dwarves."

"There is some difficulty with that," the dragon replied with just as much pride. "This mountain has belonged to the dragons for many thousands of years. You dwarves are latecomers here, and our claim to this mountain takes precedence over yours."

"This mountain belongs to Thrór and his heirs!" Thorin repeated. "It was the dwarves, not the dragons, who made it great. It was the dwarves who dug out its caves, who unearthed its secrets, who made it a place where dwarves, men, and elves alike came to trade for the beautiful things that we made."

"I and my kind care nothing for those matters," Smaug growled. "This mountain is the place where we meet our mates, lay our eggs, and raise our young. There is no other place like it in all the world, and we will not surrender it."

"Then we are at an impasse, dragon," the dwarf-chief scowled. "You will find me to be as immovable as the stones that make up this mountain. It will simply become a question of which of us outlives the other. I have fewer enemies than you do, so I expect to win that contest."

"Does it have to be a contest?" came an unexpected voice. Bilbo suddenly appeared out of nowhere, just a few feet away from Smaug's forefoot. The dragon didn't flinch or look startled; apparently he had smelled Bilbo's approach and chosen to say nothing.

Thorin nearly lost his temper, but mastered it. "Dori? Nori? Ori? You have your orders! Don't let that hobbit speak!" The three dwarves took a few steps toward Bilbo, but the dragon whipped his head around to face them and snarled viciously. Ori and his brothers nervously considered the size of the dragon who seemed to be protecting Bilbo, and backed off. Smaug had forcibly reminded them that he was not a tame dragon.

"The problem here," Bilbo went on as though this was a simple classroom discussion, "is that everyone sees it as an 'all or nothing' contest. But it occurs to me that it doesn't have to be that way." He pointed at Thorin. "You want to be King Under the Mountain, is that correct?"

"Yes, of course," the dwarf answered. "King Under _This_ Mountain!"

"Does it have to be the whole mountain?" Bilbo pressed him.

"What do you mean?"

"Well, you want the mines and the forges, right? Do you have to have this particular hall?"

"Of course I do!" Thorin shot back. "This is a part of my mountain!"

"But if your people dug out another hall just like it, only deeper underground, could you live without this hall?"

Thorin didn't answer right away, so Bilbo turned to Smaug. "You need this mountain as a landmark for finding each other, and you need this hall to lay eggs and raise your young. You don't need all the mines and side passages, do you?"

"I... I suppose not," the dragon admitted. "I am too large to fit into most of them now anyway. I would consider a fair deal that lets the dragons keep the hall and the entrance, and the mountaintop with a path leading up to it, if there was no way for us to retain the entire mountain."

"There will be no such deal with me," Thorin finally said. "This entire mountain is rightfully mine, and I will be cheated out of none of it!"

"Really?" the hobbit asked mildly. "Tell me: who owns that cup?" He pointed to the golden cup that he had burgled and returned.

"That cup is the property of the dwarves who made it," Thorin answered tightly. "I gave it to you as partial payment for services rendered. What it is doing here in the dragon's hoard, I cannot say."

"Smaug would say the cup was his, for he possessed it for nearly a century and a half. As any good lawyer will tell you, possession is nine-tenths of the law. Would you deny this?"

"Of course I deny it!" Thorin said. "He took it illegally; he never had any right to it. It belonged to the dwarves before it belonged to him, and it will belong to the dwarves again, unless you reclaim it."

"Excellent," said Smaug. "Then, by your own logic, this mountain belongs to dragonkind, because it belonged to us long before you dwarves took it."

The chief of the dwarves was speechless. Bilbo took the opportunity to speak.

"Thorin, you told me that, when the dwarves first came to this mountain, there was evidence of dragons being here long ago. That proves that Smaug is telling the truth about the mountain belonging to his kind before it belonged to your kind." He paused and took a deep breath. "But it doesn't have to be all or nothing! Just have your workmen seal off all the passages that lead to this one big hall. The hall and the great entrance will belong to the dragons, and everything else will belong to you. You and the dragon will more or less ignore each other; he will do dragon things, and you can do all the mining and smelting and smithing you want. You can be King Under the Mountain just like your ancestors."

He saw that Thorin might be wavering. "You can get your ancestors' treasure back, too. Every coin of it! Just make a deal to give this one cave to the dragons, and everything else you ever wanted will be yours."

"A deal... with the dragon that killed my people..." Thorin seemed to be hardening himself again. Bilbo knew it was time to play his trump card.

"Smaug, would you be so kind as to swing your tail and flip over that elvish-looking golden punch bowl over there?" The dragon did so...

...and revealed, from under the punch bowl, a white gem that gleamed and sparkled with its own light, casting reflections all across the cave as it glittered.

"The Arkenstone!" Balin gasped, and Dwalin echoed him. The others just stared in amazement.

Thorin stared at the gem in reverent silence. He took a step toward it, then realized that the dragon's tail still hovered near it, waving back and forth threateningly. He glared up at Smaug. "Do you dare to withhold the Arkenstone from me? Is this some kind of blackmail? That jewel is my family's personal possession!"

"This mountain is _my_ family's personal possession," Smaug answered. "I am prepared to give up the part of it that we do not need, if you will do the same."

"Accept the deal, Thorin," Bilbo urged him. "Accept the deal before the dragon changes his mind."

Thorin wavered. The gem was so beautiful... but he had dreamed of ruling under the entire mountain for so long... but the Arkenstone... the Arkenstone...

"All right!" he snapped. "My ancestors and descendants alike may curse my name for this, but you have a deal, dragon. You get the hall and its entrance, and one path to the top; the dwarves get everything else."

"I accept, Thorin grandson of Thrór," Smaug said courteously, and withdrew his tail to the other side of the pile of gold. "Now claim the treasure that belongs to you. I have discharged my duty to guard it. My oath is fulfilled."

Thorin hesitantly stepped up onto the hill of gold, his booted feet sinking into the coins slightly with each step. He watched the dragon for signs of treachery, but Smaug made no threatening moves. He bent and picked up the Arkenstone with both hands, gazed at it reverently for a few seconds, then swiftly lifted it up above his head. The light of the gem lit up the huge room. He shouted, "What was ours is ours again!"

"Hail, Thorin, King Under the Mountain!" Balin shouted, and all the others took up the shout, even Bilbo. "HAIL, THORIN! KING UNDER THE MOUNTAIN!"

They tried their best to ignore Smaug's huge bulk nearby. Bilbo saw him looking down on the dwarves; was it with contempt, disdain, or simple indifference? It was hard to read the face of a dragon.


	5. Chapter 5

**Wicked Worm** Chapter 05

If Thorin and his companions thought that their troubles were over, now that they had worked out a living arrangement with Smaug and reclaimed their long-lost treasure, they were sadly mistaken.

Their first problem arose when they sent Fili, Kili, and Bilbo down the river to Lake Town to buy more supplies. They had plenty of silver to pay for what they needed, and they calculated that the sight of the two dwarves in their ancestors' armor would earn them some respect and good will. They strolled into town, enjoying the curious glances they received from the townspeople, until they came to the marketplace. Fresh food was high on their list of needs.

"You're the dwarves!" the captain of the guard at the entrance to the market exclaimed. "And you're still alive! Does this mean the dragon is dead?"

"Well... it's complicated," Bilbo tried to explain.

"It's not a complicated question! Is the dragon dead or isn't it?" the guard demanded.

Fili and Kili looked at each other and shrugged. "No, he isn't," Fili said.

"So you've accomplished nothing," the guard said disgustedly. "We gave you food, clothing, boats, ponies, everything you needed to continue your expedition... and what have you done with them? Nothing! We're still under the threat of the dragon! The Master of Lake Town will not be happy to hear about this." A crowd was beginning to gather.

"It's not as bad as all that," Bilbo said. "I can safely say that your town is no longer under any threat of dragon attack."

"How can you say that if the foul beast is still alive?" the captain of the guard demanded. He glared at them suspiciously. "That armor and those weapons must have come from the dwarves' treasury, so that means you took them from the dragon's hoard. To a dragon, that's a killing offense, yet it didn't kill you. You haven't worked out some kind of sick compromise where the dragon gets to stay alive, have you?"

"Look, we are just here to buy food and some supplies," Kili burst out. "We have money to pay for what we want, and we will soon be able to repay you for your earlier generosity. We don't want any trouble."

"What kind of money do you offer us?" a nearby shopkeeper demanded.

"Silver," Fili said. "Good dwarven silver, the kind that no one makes into coins anymore. See?" He pulled out his money pouch and shook a few coins into his palm to show them.

The shopkeeper grinned and was about to invite them to examine his wares when the guard pushed Fili's hand away, dumping some of the coins on the ground. "That dragon sleeps on a big pile of gold," he snapped, "and gold is all we'll take from you. Those are the Master's orders. We need proof that the dragon is gone, and gold in our hands is the proof that we'll accept. When you can pay in gold, we'll do business with you. Otherwise, take your foul-smelling coins elsewhere! You'll have to find another market to buy your food." He knew full-well that there were no other markets within a fortnight's journey from Lake Town.

Bilbo shrugged. "Then I suppose that's exactly what we'll have to do." There was no point in trying to lie about the dragon's condition; the people of Lake Town would eventually find out the truth, and when the lie was exposed, that would be the end of any friendliness they might ever receive from this town. They turned back, found the ponies they had tied outside the town, and rode back to the Lonely Mountain in silence.

"Now what do we do?" Thorin snapped. "Our fresh food is running low. We certainly aren't going to buy anything from those accursed wood-elves. They jailed us when we were starving; even if they'd take our money, I'll starve again before I willingly give them a single copper!"

"Can we take some gold to Lake Town and buy food with it?" Bilbo asked.

"Not until we've counted everything and divided it fourteen ways," Thorin retorted. "And not until they have apologized to the King Under the Mountain for mistreating his subjects the way they just did."

"But the counting could take a year or more!" Balin protested. "Our food supplies won't last a fraction of that time, even if we include that preserved Elvish food."

Dwalin nodded and added, "I don't think the Master of Lake Town is the apologizing kind. He's got more pride than any sovereign I've ever met."

"And less to be proud of!" Oin chimed in.

"Besides," Thorin went on, "those Lake Town thieves won't give us anything close to fair value for our money, even if we pay them in gold. If they wanted to do business, then our silver would be good enough for them; they have made it plain that our business is not something they really want. If we offer them gold, they will offer us half our money's worth if we are lucky. I will not squander my grandfather's money like that, even if I have to eat _cram_ for a year!"

"We may just have to do that," Bombur said sadly.

"But only as a last resort, I assure you all," Thorin replied.

"Then what is your plan, Thorin?" Balin asked.

"We will send some messengers to Dáin, my cousin in the Iron Hills," the dwarf-chief decided. "The messengers will take our silver coins with them, and they will bring back some wagons full of food and the other things we need. We will also request volunteers to join us here. Unless I miss my guess, those wagons will be accompanied by a few hundred of our kinsmen who are eager to start rebuilding our great kingdom under the mountain. We will never pay Lake Town's extortionate prices when our own people have everything we need!"

It was agreed. Ori, Dori, and Nori were chosen to make the journey to the Iron Hills. It would take weeks for them to make the trip and return. In the meantime, the adventurers had enough elven _cram_ and dried food to keep them from starving, but it promised to become a monotonous diet, as well as a lean one.

The dwarves who remained were busy from before sunrise until after sunset, scrambling over and digging through the piles of treasure, looking for special items that they might recognize. Anything of unusual value was brought up to the stone platform at the top of the secret tunnel, so it could begin to air out and lose the stench of dragon on it. They also brought up enough armor and weapons for all of them, but no one would don them until the dragon stink on them had faded. Thorin spent half his time organizing the search for particular valuables, and the other half gazing into the Arkenstone as he turned it in his hand. None of them had much time for Bilbo.

The dragon tried to stay out of their way, but it was difficult. The dwarves were so excited to see all their ancient treasures, they often did not watch where they were going, and he was a very large dragon who took up a great deal of space. After Bifur tripped over Smaug's tail three times in the same morning, the fire-drake grunted in disgust and left the hall. His new resting place was at the great cave entrance, where the waters of the river flowed out and tumbled over the edge. He lay with his tail in the water and his head almost dangling off the edge of the cliff, looking out over the valley and the ruins of Dale. Bilbo often joined him there. Sometimes they would converse for hours, speaking of things that they had seen and heard; sometimes they sat in silence, but they enjoyed one another's company all the same. For the most part, the dwarves were happy to ignore the both of them. Counting gold was far more interesting.

On the fourth day, Bilbo had an idea. "I was hired to be a burglar," he said to Thorin. "But now that the treasure is in the hands of its rightful owners, there isn't any burgling for me to do here. What if a couple of dwarves accompanied me to Lake Town at night, and then I burgled us some food?"

"You intend to rob their shops?" Thorin asked, surprised.

"No, I intend to leave behind a fair payment in silver for whatever I take," the hobbit replied, for although he had accepted his role as a burglar, he was still an honest hobbit. "I think the shopkeepers of Lake Town are willing to do business with us; for them, money is money and business is business. They'll be glad to sell their goods to us, even if it happens while they sleep. It is the Master and his guards who are demanding payment in gold. So I will evade those guards, take whatever food I can find, leave some silver coins in its place, and bring back something to liven up our diets."

"Our diets could use some livening," Bombur said hopefully.

"Very well," Thorin decided. "Tonight, our burglar will do some creative burgling for us. Of course, if you get caught, I will have to disavow your actions." This time, Oin and Gloin were chosen to accompany him. Their trip down to the lake was uneventful to the point of boredom. Bilbo had had plenty of practice sneaking around the Wood-Elves' caves, using his ring to remain unseen; the humans of Lake Town were even less alert. The only problem was that, once the shopkeepers closed up shop for the night, their wares were put away and hard to get, especially for a hobbit who was short of stature. After prowling around for nearly an hour, Bilbo was able to fill his pockets with enough potatoes, carrots, and turnips to make a tasty stew; he returned to where Oin and Gloin were waiting with their ponies, emptied his pockets into the ponies' saddlebags, and went back for more. On his second trip into the town, he got a few more vegetables, and he found a handful of eggs as well. When he went back a third time, he tried to steal a couple of chickens, but the chickens made such a noise at his approach that he was forced to abandon that part of the project. He settled for a small pig that was willing to be led away by the rope tied around its neck. His pickings for the night would not feed ten dwarves and a hobbit for more than a day or two, but he added some variety to their diet that made life in the mountain much more tolerable.

Four days later, barely a day after their newly-acquired food ran out, Bombur was making everyone miserable with his lamentations. "Oh, if only we had another pig!" he moaned. "Oh, if only we had some more of that stew!" Thorin was considering sending Bilbo back to Lake Town again, not because he thought it was a good idea, but simply to silence Bombur's complaining. But Bilbo pointed out that the guards would probably be especially alert so soon after the first food raid, and his chances of getting caught were much higher than they ought to be. Most of the dwarves agreed that another attempt on the town should wait until the uproar over his first burglary had quieted down, so Thorin simply told Bombur to quiet down himself, and they endured _cram_ and dried mutton for another week.

Bilbo's second attempt to get food from Lake Town was an almost total failure. There was no food for him to find! Everything had been locked away or hidden away, probably at the Master's orders. After scouring the town for over an hour and finding nothing, he finally grabbed two chickens and ran for it. He was in luck; the chickens in the chicken coop made more noise than the chickens he had siezed, and the guards rushed right past him as they investigated the source of the commotion. He made a clean getaway, and the chickens were delicious, but the dwarves agreed that the results of any more food burglaries would not be worth the risk.

Three days later, shortly after lunchtime, a lone horseman approached the gates. He wore a hooded dark-gray cloak that covered him from head to toe, and struck the gate three times with a stout walking-stick.

Thorin glared down at him from atop the gates. "Who disturbs the King Under the Mountain from taking inventory of his belongings? State your name and business, stranger."

"My business is my own," the man answered gruffly, "but as to my name, is your memory so short?" He pulled off his hood.

"Gandalf!" exclaimed Balin as he ran to open the gates. Gandalf rode in, dismounted, and greeted all the dwarves warmly.

"But where is the lucky number?" he asked, looking all around. "I have heard no news of this place, for good or for ill. Surely nothing bad has befallen our stout hobbit friend?"

"Oh, him," Thorin said dismissively. "He is most likely bending the ear of the dragon, prattling on about his precious Shire and the endless nothings that take place there."

"The dragon?!" Gandalf was visibly taken aback. "Do you mean to tell me that Smaug still lives?"

"Yes," Dwalin nodded, "and he appears quite healthy for one so old."

"And yet you dwell in his lands? How can this be?"

"These are _not_ the dragon's lands," Thorin said proudly. "With the exception of the great hall and the entrance to it, these lands are the rightful property of the King Under the Mountain."

"That's him," Balin added unnecessarily, nodding toward Thorin.

"And yet the dragon lives?" Gandalf shook his head. "Even the very wise cannot see all ends, but this is one end that _no one_ foresaw! I have traveled many a mile; could you perhaps refresh me with some royal hospitality, and then explain how this impossible situation came to pass?"

"We will offer you such as we have, which is precious little," Thorin said. "The men of Lake Town will not sell to us unless we pay them in gold, and they will get no gold from us until they show us proper respect. I expect some wagons of food from my kinsfolk in the Iron Hills soon, but they have not yet arrived. As for your explanation of our state of affairs, the short answer is, 'The hobbit arranged it.' A longer answer will prove quite long indeed, and should properly wait until after the meal."

"Anything that goes by the name of 'food' will be much appreciated," the old wizard nodded.

When he was done chewing his _cram,_ he rose and looked around. "Now tell me, where can I find Bilbo?"

Thorin jerked his thumb over his shoulder in the general direction of the main hall. "As I said, he is most likely with the dragon."

"All right, I am going to start from the beginning," Gandalf sighed. "I sent the fourteen of you to slay the dragon, reclaim your treasure, and see a King Under the Mountain crowned once again. It appears that you achieved the second and third goals of your quest, but the first goal remains unfulfilled somehow. How is it that the dragon is not dead?"

"Well," Fili answered, "Smaug offered us almost everything we wanted, without a fight."

"And Bilbo correctly pointed out," Kili added, "that if we fought the dragon, we would almost certainly lose."

"So we thought it wise," Balin finished, "to accept their compromise, rather than fight to the finish, seeing as how the finish would most likely be ours and not Smaug's. You do appreciate wisdom, don't you, Gandalf?"

"Perfectly," the wizard snapped, privately resenting the fact that _dwarves_ were trying to educate _him_ on the subject of wisdom. "And how does Bilbo figure into all of this wisdom?"

"He started it all," Dwalin replied.

"He's the one who first approached the dragon and spoke to him," Bifur went on.

"I think he somehow became friends with him," Bofur continued.

"And he sort of became the go-between for us and Smaug," Bombur finished.

"He took quite a risk to bring us together without bloodshed," Oin threw in.

"Even though some of us were rather rude to him," Gloin admitted.

"I see... I think," Gandalf nodded. "You are all singing the hobbit's praises, even though he has successfully undermined one of the main parts of this quest?"

Kili replied, "If it wasn't for Bilbo, then we would still be laboring at our quest, instead of enjoying its fruits."

Gandalf nodded. He dared not tell them that, as he reckoned things, the death of the dragon should have been by far the most important part of the quest. Somehow, the hobbit had achieved precisely the opposite of what Gandalf had intended. But if he said anything about this to the dwarves, they would surely accuse him of using them to do his dirty work for him, and they would neither trust him nor cooperate with him again. He would have to sort out this situation without revealing his full counsel. Fortunately, he was very much accustomed to doing that.

One thing was certain: Bilbo had fulfilled, to overflowing, Gandalf's prediction that he would amount to more than anyone expected. Balin said they had accepted "their compromise," which meant that the hobbit and the dragon had somehow cooperated to make Thorin and his company back down. Which was more amazing – that the dragon had cooperated with the hobbit, or that the two of them had found a way to make a pack of stubborn dwarves yield?

"Well, I did predict that he would amount to more than you expected, did I not?" Gandalf said. "But it might be easiest to get my answers from the source. Tell me how to find our valorous hobbit."

"He is most likely in the great entrance to the main hall, as I have said," Thorin answered. "You had best hold your nose shut, unless the stench of dragon does not bother you, and I strongly suggest that you leave your weapons behind and do nothing to threaten the hobbit. His large, fire-breathing friend takes a dim view of such things."

Gandalf unslung Glamdring and leaned the sword in a corner, but kept his staff. He set off in search of the hobbit who had fulfilled some of the wizard's fondest desires, and apparently dashed others beyond hope of repair. When he found Bilbo, he would also find the deadliest killer of the age, who had somehow become Bilbo's friend. It promised to be a meeting like none he had ever had before.


	6. Chapter 6

**Wicked Worm** Chapter 06

Bilbo heard approaching footsteps, looked up in surprise, and shouted, "Gandalf!" He ran to greet the one who had initiated his adventure.

Smaug also saw the visitor. "Mithrandir?" he burst out, startled, and rose to his feet. He had no love for the wizard; the White Council had often assisted the elves, dwarves, and men in their struggles against the dragons. It is quite likely that he would have breathed fire at him, but for Bilbo's getting in the way.

Gandalf sensed an imminent attack and spread out his arms, preparing to ward off the dragon's flames. Bilbo saw his outstretched arms and thought that the wizard meant to hug him, so he hugged Gandalf in delight. This prevented Gandalf from doing any magical warding, but it also protected him by unwittingly putting Bilbo in the position of a human shield. Well, a hobbit shield. If Smaug had any intention of flaming the wizard, he dropped those plans when he saw that he was about to incinerate the hobbit as well. Bilbo, caught between two powerful foes, had no idea that his mere presence had prevented them from attacking each other. He was simply glad to see Gandalf again.

After a few seconds, Bilbo let go of his friend. Oblivious to the tension between the wizard and the dragon, he stepped back. "I suppose I ought to make the introductions. Gandalf, this is Smaug the Golden. Smaug, this is Gandalf the Grey."

"I do not believe we have met," the dragon snarled, his sociable words contrasting with his battle posture.

"I do not think so," the wizard answered tensely, "but your reputation precedes you."

"I assume you mean my reputation as the dwarves tell the tale," Smaug said with a hint of bitterness.

"Who else?" Gandalf asked. "I can hardly expect a dragon to tell the truth!"

"I deeply resent that, Istar," the dragon growled. "I have risked a great deal to bring this sorry state of affairs to an honorable conclusion. Now you walk in and falsely accuse me on first sight, without hearing me out? It is this sort of one-sided, thoughtless behavior that caused the tragedy here, and it may yet cause another one."

"Now, gentlemen, please," Bilbo pleaded. "Let us have no fighting here. We've done a good job of preventing a battle from breaking out so far; please don't ruin it." He faced Gandalf. "If you would spend ten minutes listening to him, you would hear a very different story from the one that the dwarves tell. They're the ones who started the fight! Smaug fought back to protect himself, like anyone else would do."

"Is that why you destroyed Dale?" the wizard challenged him.

"No, that was the dragons' rage in me," the dragon admitted. "I am guilty of many crimes against dwarves and men, but starting the conflict between us is not one of them."

Gandalf relaxed, ever so slightly. "That is not the sort of talk I expected to hear from a dragon like you, Smaug."

"He's not what you think he is!" Bilbo tried to explain. "Everything we know about him is wrong!"

Gandalf glanced down at him. "Bilbo, you do realize that dragons will tell the most amazing lies to accomplish their ends, don't you? Have you considered the possibility that he is deceiving you?"

"If he was deceiving me, then why did he meet with the dwarves peacefully and give away the whole treasure, along with most of his mountain?"

"Most of 'his' mountain?" The wizard glanced sharply at the dragon. "What does he mean by 'your' mountain?"

"This mountain has been the ancestral property of the dragons for millenia," Smaug answered. "When I arrived here and found that the dwarves had moved in, that was the beginning of the problem."

"He just wanted to explain the situation to the dwarves, and ask them politely to leave," Bilbo went on urgently. "But they attacked him instead, and that was where it all went wrong."

"I have been guarding their valuables against thieves ever since," Smaug added. "I have been waiting for a descendant of Thrór to arrive and claim those valuables so I could formally give back everything that is rightfully his. Thanks to the intervention of this brave and resourceful hobbit, I have been able to do so. Thorin Oakenshield is now the owner of the dwarves' treasure, and is also King Under the Mountain, for all parts of the mountain except this hall, which remains the property of the dragons. I would gladly make more amends for my wrongdoing, but I cannot bring back the dead, so this arrangement will have to do. Do you intend to upset our arrangements?"

Gandalf scratched his beard for a moment. "There are times when I would give a great deal for the talent of foresight. I considered many possible ways for the dwarves' quest to end, and this was definitely not one of them! On the one hand, I am pleased that the dwarves have seen their own dreams come true, without bloodshed. On the other hand, this new development makes my own plans untenable."

Before the dragon could respond, Bilbo spoke up. "Gandalf, it seems to me that this mountain is a place where people get almost everything they want, but not everything. The dwarves wanted the whole mountain, but they did not get it. The dragon also wanted the whole mountain, but he did not get it, either. But both sides are content with what they _did_ get. Whatever it is that _you_ want, maybe you can still get most of it if you cannot get all of it. Or you can be stubborn like Thorin was, and he very nearly lost it all."

The wizard permitted himself a mild smile. "Where did you acquire such wisdom, Bilbo Baggins? Perhaps we should make a place for you in the White Council, so you can instruct us." Then he looked back at Smaug. "Bilbo says I should spend ten minutes listening to you. As a favor to him, I will give you ten minutes. May I sit down?"

"If you wish," the dragon rumbled. Gandalf took a seat on a broken pillar about thirty feet from Smaug's head, but kept his staff in his hand.

"Now speak," the wizard said.

The dragon spent the next twenty minutes repeating his story to Gandalf, from his arrival at the Lonely Mountain a hundred and fifty years ago to the present. The wizard interrupted him repeatedly with questions. The dragon's answers seemed to satisfy him. Bilbo sat listening and hoping that Gandalf would believe what he was hearing. There could be no denying that all the evidence around them argued for the truth of the dragon's words.

At last, the wizard stood up. "It has been said that, in any disagreement, there are three versions of the facts: the version as told by one side, the version as told by the other side, and the truth, which lies somewhere in the middle. In this matter, I cannot even begin to guess where the actual truth lies. You, Smaug, are the only survivor of that battle, as far as I know; some dwarves and men escaped, but most of them have perished since then, and the rest were not actually involved in the fighting. I never thought I would say something like this, but for now, I will accept your version as the truth, for you were there, and Thorin and his friends were not. Having established that, do you have any idea what it all means?"

Bilbo answered, "It means that the dwarves have their treasure and their kingdom, and the dragon has his ancestral cave. Everyone here is content. Is there more?"

"Quite a bit more," Gandalf replied. "Have either of you ever heard of the Necromancer?"

"No," Bilbo said with a shake of his head, "but he sounds troublesome."

"I have heard the name," Smaug said disinterestedly. "His doings are no concern of mine."

"In that, O inestimable dragon, you may be very much mistaken," Gandalf answered. "I have reason to believe that the Necromancer is, in fact, Sauron rebuilding his power."

The dragon's eyes widened slightly at the mention of that name; Bilbo looked blank. "Sauron is the Dark Lord who would control everything and everyone under his own dark, heavy boot," the wizard explained. "He was defeated once by a coalition of Men and Elves; we fear that he may be rising again. If this happened, we know that his preferred method of conquest is to subvert the wills of powerful beings, make them his servants, and allow them to do the bulk of the conquering for him."

"Are you suggesting that Sauron might attempt to control _me_ and use me as a tool in his hands?" Smaug asked slowly.

"I can think of nothing more likely," Gandalf replied. "You are, after all, the most powerful being in this part of the world."

"And so you sent the dwarves in the hope that they would kill me and remove that threat from Middle Earth," Smaug went on. Gandalf nodded. The dragon scowled. "So Sauron would use me as his tool, and you use the dwarves as your tools. Pray explain to me why your methods are preferable to his."

"Reason Number One," Gandalf answered. "I do not coerce, or seduce, or deceive. I only guide and advise. Reason Number Two, I fight for the freedom of all living things; Sauron fights to control them all. And Reason Number Three, I would derive no personal benefit from your death, so my motives are unselfish. But now, thanks to Bilbo taking matters in a hitherto unforeseen direction, things have changed. Arranging for your execution is not something I can do with a good conscience if you are not truly a mass murderer."

"Well, that is most gratifying to hear," Smaug said. "In any case, if I were you, I would not worry about Sauron, or anyone else, being able to control me. We dragons are famous for our strong-willed nature, and I am strong, _strong,_ STRONG!"

"I would not underestimate the power of the Dark Lord if I were you," the wizard replied carefully. "He has undermined the wills of many great and noble beings, and brought them under his own will, to serve at his pleasure. Do not think yourself immune to his temptations."

"But with what can he tempt me?" the dragon asked. "I no longer have any desire for power over others, and that was and always will be his greatest offer. I love gold and jewels as much as any dragon, but I have learned to master that love, instead of letting it master me. The one thing I greatly long for is a mate, and I do not think Sauron can provide a female dragon in season for me. I think your worries about my susceptibility to his blandishments are misplaced."

"You truly do not love gold and these other beautiful things?" Gandalf wondered, gesturing with his staff toward the great hall within the mountain.

"I do love them greatly," Smaug answered candidly. "I am, after all, a dragon. But I have become selective in how I will acquire my treasures. I would not keep this hoard of dwarven gold because I never meant to claim it; it fell to me as a result of many bad decisions, some of which were mine, and I guarded it for the dwarves as a way of making reparations to them. If Sauron offers me gold in exchange for my loyalty, I will not accept that offer, either, because I will not be bought by anyone. The gold that I keep and sleep on will be the gold I win in a fight against actual enemies who know why they are fighting me. Sauron cannot offer me that unless he becomes my enemy, and you lead me to believe he will not do this."

"Nevertheless," Gandalf decided, "I now will have to keep a watchful eye on you and on this part of the world, when I had hoped to hand my worries off to the dwarves. This is no reflection on you, or on whether I think I can trust you. It is the Necromancer whom I mistrust." He turned to Bilbo. "My small friend, you have done a wonderful thing here, but it was not the wonderful thing that I hoped you would do. Through no fault of your own, you have made my existence quite a bit more complicated than I had expected when I added you to the dwarves' party. I think I will have to warn my colleagues not to underestimate the power of hobbits."

There was a long, awkward pause.

"So... now that we have all agreed not to kill each other, what happens next?" Bilbo finally asked.

"Perhaps you can appease my curiosity, Mithrandir," the dragon said. "I have seen and heard of many strange and remarkable things in my many years, but there is one thing I have never seen, and that is Bilbo when he wishes not to be noticed. How is it that hobbits are able to make themselves invisible?"

Gandalf chose his words carefully. "There is still a great deal about hobbits that is unknown, even to the wise. I have learned much about them as a result of watching Bilbo as he made his way through his expedition, yet I cannot presume to call myself an expert in all their ways. Perhaps someday Bilbo will be sha _ring_ some of his secrets with me, but for now, I cannot say how he does it." He emphasized the "ring" in "sharing," and watched Bilbo's eyes widen for a moment.

He went on, "Much though I would like to learn more about these matters, I cannot stay here. I am still pursuing information about the Necromancer, there are rumors that the goblins of the northern hills are restless, and there is another matter that has recently come to my attention, to which I should give a great deal more time than I actually can." By this, he meant Bilbo's ring, but he was not yet prepared to say so. "You, Bilbo, have fulfilled your contract with the dwarves, so you are free to return to Bag End as soon as you have collected your payment. As for you," he said, looking up at the dragon, "I have never given advice to fire-drakes before, and it seems that you are quite capable of managing your own affairs. My only suggestion, as I said before, is to beware of Sauron and his enticements to power. It may be that we will meet again someday. If not, then I shall count it an honor to have faced you and not had to do battle."

"I do not attack everyone who is hostile to me, Mithrandir," the dragon said, with the barest touch of malice. "Otherwise, you would have found me the lone occupant of this mountain."

"Point taken. I regret the necessity of bringing this up, but I must. Smaug, you have been waiting here for a female dragon for one hundred and fifty years. Is it possible that there are no more female dragons, and that you wait in vain?"

"I cannot consider that possibility," the dragon said slowly. "There must be another! I cannot give up my vigil."

"Very well. Bilbo, I have a request of you," Gandalf said soberly. "I would very much appreciate it if you said nothing to the dwarves about this conversation." Bilbo nodded solemnly. They exchanged one last hug before the wizard left.

As he passed through the gates, he called up to Thorin, "As I mentioned to Bilbo, there are rumors of unrest among the northern goblins. Be aware that there is an unpleasantly high chance that they will come calling in these parts. They may not care to try conclusions with the dragon, but Lake Town is another matter. You may find your source of food and supplies cut off from you by siege, even if they cannot conquer the place. If they learn that you are holed up with the dragon, they may besiege you as well."

"We have gotten precious little from Lake Town of late," Thorin said with distaste. "Once the caravan of supplies arrives from the Iron Hills, along with some hoped-for reinforcements, we dwarves will be in fine shape to resist any siege attempt, without relying on Lake Town or any other non-dwarvish source."

"Then you had better hope that your caravan arrives before the goblins do," the wizard warned him. "Ten dwarves and a hobbit will make a poor army to resist the uncounted thousands that Bolg the Great Goblin can muster against you, even if you do receive reinforcements along with your supplies. Rule wisely, Thorin, King Under the Mountain." He mounted his horse and rode away to the south.


	7. Chapter 7

**Wicked Worm** Chapter 07

A few days later, four horsemen rode up to the gates. One of them bore a pennant on a flagstaff, showing the colors of Lake Town.

"Is anybody in there?" the lead horseman shouted in a strong voice.

"We are in here," Balin shouted back, while Dwalin ran to get Thorin. "Who might you be?"

"I am Bard, called the Bowman, and I have been sent by the Master of Lake Town to speak to the master of this mountain."

"Then you'll have to wait a minute," Balin called. "Thorin, King Under the Mountain, is taking inventory of his treasure. He will be here shortly."

About ten minutes later, Thorin strolled lazily up to the top of the gates and looked down. "So the Master of Lake Town has sent you to address me?" he asked insolently.

"The Master of Lake Town has a message for you," Bard called. "We gave you a great abundance of material things to aid you in your quest to slay the dragon and recover the treasures of your people. We expected generosity in return, but you have repaid us with thievery instead. The Master of Lake Town demands the return of the goods he loaned you, with interest, as well as full compensation for everything that the dragon has taken from us. You can certainly afford it."

"Take this message back to your master," Thorin snapped. "Firstly, we have done no thievery; any food we took from your town was fairly paid for in high-quality silver. Secondly, it is not the place of a Master to make demands of a King; rather, it ought to be the other way around. And thirdly, if you desire payment, then let your Master come here and ask politely, and he will find a far more pleasant welcome than he will get by sending armed messengers and making demands."

"Is it true that the dragon still lives?" Bard asked.

"See for yourself, Bowman," Thorin answered rudely, jerking his thumb upward toward the great entrance to the main hall. Bard looked and flinched when he saw the head of the dragon leaning lazily over the edge, obviously watching him. Fortunately, they were too far away to catch the scent of the creature, or their horses would not have come anywhere near the place.

At last, the bowman found his voice. "How can this be? Have you cast some kind of magical spell over the beast and tamed him?"

"I am _not_ tame!" the dragon suddenly roared, and two of the horses reared in panic and bolted. Bard and the flag-carrier managed to steady their mounts and hold their places, but it was difficult.

"You heard him," Thorin said. "We have reached a living agreement with him, but that agreement does not protect Lake Town. Depart from here before he decides that your horses ought to be his lunch."

Bard did not want to return to the Master empty-handed; that would not end well for him. But the dwarves were being as stubborn as the legends portrayed them. The only one who had seemingly changed here was the dragon. Could it be possible...?

Bard wheeled his horse around to face the dragon. "Smaug! Is it true that you have reached an agreement with these dwarves?"

"It is true," the dragon said. His voice dripped menace, but he still spoke more politely than Thorin did.

"Could you reach an agreement with us as well?"

Smaug's eyes narrowed. "And who are you, that I should negotiate with you as an equal?"

"I am Bard, descendant of Girion, the last Lord of Dale," Bard shouted back. "I have been given authority to speak for the Master of Lake Town in all matters that pertain to the town."

The dragon's head weaved from side to side in agitation. "I care nothing for Lake Town or for your master. But you claim to be a true descendant of the Lord of Dale?"

"I am!" Bard shouted proudly. He had not tried to make anything of his heritage in the past, for fear that the Master would punish him or exile him out of jealousy. But it seemed appropriate to mention it to the dragon, and now, his heritage might be the key to unlocking this insoluble problem.

"Then I owe a debt to you as well," the dragon finally said. "Dwarves, allow this man through the gates. I wish to speak to him face to face."

Balin and Dwalin began to unbolt the main gate, but Thorin gestured harshly for them to stop. "We will not allow this man into our kingdom," he shouted to the dragon. "He and his kind have no place here. This is a Dwarven kingdom, by the terms of the agreement we made with you, and I will decide who comes in and who stays out. We are not receiving guests at this time." His real motive for denying Bard's entry was simple: the human would have to walk through the main hall to reach the dragon's perch, and Thorin did not want him seeing the mountains of treasure that remained in the hall, even after the best and brightest goods had been moved elsewhere.

"Dwarves," the dragon growled, "the main hall belongs to me, and I have the right to say who visits me there. Let the man through!"

"If he can reach you without trespassing on land that belongs to the dwarves, then he is welcome to visit you," Thorin shouted back. "But the men of Lake Town refused to sell us food when we were ready to pay fairly for it. Have they now changed their minds? Do they now want our money? Let them make up their minds and then ask us nicely! But I will yield to no demands from so-called Masters."

"Bard of the line of Girion," the dragon called, "I will speak with you, whether these dwarves wish it or not. Dismount from your horse and send it a safe distance away from here. I have learned that horses do not care for the smell or the presence of dragons."

Dwarves were refusing Bard's message, and now a dragon was giving him orders! A proud man would have refused to remain in such humiliating circumstances and left at once. Bard could have been a proud man, but he had learned to master that pride, for the sake of living a long life. The risk he was about to run was horrific, but the Master's rage if he returned empty-handed might be even worse. _Worse than a dragon? What am I thinking?_ He rode about fifty yards away from the gate, swung off his horse, and entrusted the reins to the flag-bearer. "Back off at least three bowshots," he instructed him. "I think I know what is about to happen. If I don't return, tell my wife and my children that I love them." He watched the rider trot away with the two horses, then faced the dragon. _This was a bad time to leave my best arrows at home,_ he thought.

Almost carelessly, Smaug leaned forward, spread his huge wings, and took flight. He did not flap, but glided downward in a lazy spiral and landed heavily about a hundred feet away. He stood there, head erect, the tip of his tail twitching back and forth. Bard mastered his nervousness and strode toward the dragon, unwilling to look fearful with the dwarves watching. He stopped when he was about twenty feet away, easily within flaming distance if the dragon wanted to kill him. "I am here," he finally said. "What is it that you want with me?"

"Bard of the line of Girion, I am Smaug, who destroyed Dale. I did so out of uncontrolled rage at the dwarves, which spilled over onto your town and your people. I would make amends for my wrongdoing, but I can think of no way to do it. I cannot bring back the dead, and the treasures of the Mountain are all the property of the dwarves now."

"Your life would be an acceptable repayment for my great-great-great-grandfather's life," Bard growled.

"I am unwilling to go that far," the dragon growled back.

"I can think of nothing else that might settle the score with the past," Bard said. Was he actually arguing with a dragon? And perhaps living to tell the tale? If the dragon didn't kill him for this, his own wife surely would!

"If you should think of something reasonable, please come and communicate it to me," Smaug said. "I have no plans to leave this place in the immediate future."

"Do you plan to raid our livestock again in the immediate future?" Bard asked, amazed at his own boldness.

"If it can be avoided, then no," the dragon replied, as though they were talking about some kind of trade deal in Lake Town. "I much prefer the taste of deer to the taste of horses, or even cattle. If I can find my meals in the forest, then your animals have nothing to fear from me. That has always been my pattern and my preference. Unfortunately, the elves of the forest always respond to my presence with a volley of well-aimed arrows, so hunting in Mirkwood is rather more dangerous than plucking a horse from one of your paddocks. I know that Lake Town has dealings with the wood-elves from time to time. If you could persuade them to let me hunt in peace, then I would never go near your livestock again."

"We can persuade King Thranduil of very little," Bard replied. "He keeps his own counsel and runs matters as he thinks best for himself and his elves, without regard for the opinions of men. I can think of no good reason I could offer him to accept this deal of yours."

"Then think of ways to be more persuasive," the dragon shot back. "I do not seek conflict with Lake Town, but I will not starve myself if food is nearby."

"In any case, that would be the Master's decision, not mine," Bard said. "I will convey your words and your offer to him, and if he accepts and brings it to pass, I will inform you about it."

"That would benefit everyone, I think," Smaug said. "You make an effective go-between. It is a shame that the dwarves will not allow you to pass through their realm. You could meet my friend Bilbo Baggins, who also serves as an effective go-between. Perhaps the two of you could exchange ideas for improving this entire unfortunate situation."

"Never forget," Bard said with a scowl, "that this entire unfortunate situation is your own doing."

"The dwarves bear their share of the guilt," Smaug retorted. "The principal difference between myself and them is that I step out in the open to acknowledge my wrongdoing, while they smugly hide behind their walls of self-righteousness and self-proclaimed innocence."

"I heard that!" Thorin shouted from the walls. "We have an agreement, Smaug. Do not bring that agreement to an early end with ill-chosen words!"

The dragon slowly, menacingly swung his head toward the gate until he was facing it. Now it was Thorin who was within easy flaming range. "It was my understanding," he rumbled, "that our agreement was permanent and unconditional."

"I will suffer no rash words from anyone, not even a dragon," Thorin retorted.

Bard cupped his hands to his mouth and shouted, "You would be wise to consider the rashness of your own words, King Under the Mountain! Have you forgotten that we are dealing with a very large, very powerful dragon here? A dragon who is _not tame?"_

"The King Under the Mountain will endure insults from no one, not even dragons!" Thorin answered him. "Now, if your business in front of my gates is finished, then return to your home and your _Master,"_ and he threw extra mockery into that last word. "Leave the running of kingdoms to the kings!"

"I will return to my home," Bard called, "but my business here is far from finished!" He pointedly turned his back on Thorin and walked away toward where his flag-bearer and his horse waited. Smaug watched him go, then flapped heavily back to his perch in the main entrance.

"There is going to be trouble," he said to Bilbo.

"I thought we'd had enough trouble already," the hobbit said sadly.

"It seems that there is never enough trouble to satisfy some," the dragon replied.

About a week and a half later, another party of riders approached the gates. These riders stopped a goodly distance away, left one of their number to hold the horses, and walked toward the main gate. As they got closer, it was clear that they wore the clothing and armor of the wood-elves. Bifur left his brother at his guard post and ran to get Thorin as soon as they saw the riders approaching, so they all arrived at the gates at about the same time.

"Who approaches the realm of the King Under the Mountain?" Thorin challenged them.

"We bear greetings from King Thranduil of Mirkwood," their leader called. "It pleases him to hear that the dwarves have taken up their old realm again, and that gold will soon flow like a river from the forges of old."

"It gives me little pleasure to hear the name of your king," Thorin shot back. "The last time we met, he threw me into his prison for the crimes of being lost and hungry. Has he sent you to offer an apology, and perhaps a gift to earn back my goodwill?"

"We are here," said the leader, "to discuss the dragon's proposal that we stop attacking him whenever he appears over our lands. As royal messengers, we have the right to meet with him and speak with him."

"You are welcome to meet with him and speak with him, if you can climb that cliff," Thorin said, and pointed to the sheer rock walls that led up to the main hall's entrance. "To approach him in any other way would require you to trespass on the lands of the dwarves, which you are, in fact, doing already. If you are not here to remedy the breach that your king caused with my people, then I have no further business with you." He rudely turned his back on them and returned to his treasure-counting.

"What is it that you want with me?" the dragon's voice rumbled from above them. The elves reflexively reached for their swords and bows, then forced themselves not to draw.

"I am Legolas, son of Thranduil. We are a formal diplomatic mission sent from my father, King Thranduil of Mirkwood, and we are unwilling to shout back and forth in an undignified manner," the leader shouted.

"Then wait a moment," said Smaug. Again, he leaned forward and lazily glided down to meet them. Again, he waited until they closed the distance to him.

"We have received a message from Lake Town," Legolas began. "We are informed that you wish for us not to attack you when you trespass on our lands and take the deer that we need for our own food. Is this accurate?"

"That is the offer I made to Lake Town in exchange for peace with them," the dragon said.

"And what do you offer us in exchange for this concession on our part?"

"I have but little to offer you," Smaug admitted. "The dwarves now own all the treasures of Erebor and Dale."

"The men of Lake Town are the descendants of the men of Dale," Legolas reasoned, "so part of that treasure should belong to the men. When the men reclaim their share of the gold, then they can pay us for the peace that you offer them. This would satisfy everyone, would it not?"

"It would satisfy everyone except the dwarves, I think. They are unwilling to part with so much as one gold coin until they have counted it all, and until they have received apologies and recompense from everyone whom they perceive as having wronged them in the past. I should be lucky enough to live that long. There will be no sharing-out of the treasure except at the point of a sword, I think."

"We have no fear of swords," Legolas decided. "We know precisely how many dwarves are in this so-called Kingdom Under the Mountain, for they traveled through our realm on their way here. Their so-called King calls us trespassers, but they are equally guilty of trespassing. Please inform them that, if they want conditions of peace with my father's kingdom, then there must be a settlement in gold or other precious things."

"I am not a messenger to dwarves," Smaug said haughtily. "Do not seek to order me about like a servant! I have no quarrel with your father the king. Please keep it that way."

"As you wish." Legolas strode up to the gates until Bifur shouted, "Come no closer!"

Legolas took two more steps and stopped. "Inform Thorin, who styles himself King Under the Mountain, that, as long as the dragon dwells within his borders, we will hold him responsible for anything that the dragon takes from our own lands. There will be an accounting, and there will be a payment. Whether that payment is made willingly or unwillingly is entirely up to you. That is all." He turned on his heel, walked past the dragon, and rejoined the other elves. They rode back the way they came.

Smaug flapped back to his perch. "This is not going to end well," he muttered to Bilbo.

"This is madness!" Bilbo burst out. "Surely there is enough gold in that great pile of treasures to satisfy all the people who want some of it! Does the love of gold make everyone go insane?"

"All except a fortunate few individuals," the dragon said, and he looked down on Bilbo with something that was very close to affection.


	8. Chapter 8

**Wicked Worm** Chapter 08

It was two weeks later to the day that Fili and Kili, on watch as they stood on the gates, both saw something.

"Look to the south!" Fili shouted. "It's a small army, coming up from Lake Town!"

"No, look to the west!" Kili shouted back. "It's a small army coming from Mirkwood!"

Thorin arrived and took in the scene at a glance. "So the men and the elves both mean to take what is ours, do they? With any luck, they'll turn on each other before they get anywhere near us. But we must be ready for anything. Secure the gates! To arms! Everyone, and that includes the hobbit!" The dwarves ran to collect their armor and weapons, eager to try them out, but not entirely sure why they were about to fight anyone.

"I respectfully decline," Bilbo told Bombur when the fat dwarf came and told him of Thorin's order. "I was hired to be a burglar, not a mercenary! Fighting against armies is not at all in my line, and I don't wish to think about it."

"Thorin says you'll be a dead burglar if either of those armies breaks through the gates," Bombur replied. "I sympathize with your predicament, but we will soon be surrounded, and then all of us will have to fight. I leave you to make your best decision; I must arm myself." He bustled off.

Bilbo watched him go. "He is probably right about my being in danger if any invaders get through to here," he said.

"Let the dwarves fight," Smaug advised him without looking at him. "That is what they love best anyway. At least, this time they know what they are fighting for – their own gold."

"Thorin wants all of us armed and ready," Bilbo said. "I am no fighter, and yet I hate to let the dwarves down when they are so badly outnumbered."

"Bilbo, look at those armies!" The dragon gestured out the great opening with his head. "Try to count all of the soldiers! Count all of the horses! Count all of the very important leaders in their fancy, impractical armor. Do you think one hobbit is going to make a bit of difference to how that battle turns out? You are not trained for war! All you can do is get yourself killed, fighting for someone else's cause that means nothing to you. That would be pointless. Trust me in this; I have become something of an expert in pointless battles."

Bilbo could not dispute anything the dragon said. He sat down on the edge of the opening with his feet dangling off the edge, as though he was resting at the landing of the Buckleberry Ferry, and not sitting next to a dragon as men, elves, and dwarves prepared to go to war below him. He felt vaguely bad about doing nothing, but in truth, what could one hobbit do?

The two armies drew near to the gates. Thorin called, "Who comes armed for war as invaders into the domain of the dwarves?"

Bard shouted, "The men of Lake Town have come to collect a fair payment for the aid we gave you to complete your quest."

King Thranduil shouted, "The elves of Mirkwood have come to collect a fair payment for allowing your dragon to hunt on our lands."

"The men of Lake Town and the elves of Mirkwood can collect their payments from each other if they like," Thorin bellowed, "but we have no money to spare for those who refused to sell food to us when we needed it. Neither have we any money to spare for those who imprisoned and mistreated us when we were lost and hungry. And finally, Smaug is not 'our' dragon; he does as he pleases and he seeks neither our counsel nor our permission. Now return to your homes before a war breaks out and some of you get hurt."

"Out of the huge amounts of gold that surely lie within that mountain –" Bard began.

"None of it is yours!" Thorin cut him off.

"Some of it came from Dale and belonged to our ancestors," Bard went on. "Can you not be reasonable in this?"

"We will think about sharing out Dale's treasures when Dale's descendants treat us with the same respect that the men of Dale treated my grandfather," the dwarven chief retorted. "All I see is intruders armed for war against me, so war is all you are likely to get."

"Can you not even afford to repay our earlier generosity?" the man tried to go on.

"Not when you stand before my gates as armed invaders," Thorin shot back.

"We have appealed to your sense of what is right," Thranduil stated. "We have appealed to your better nature. We have gotten nothing in return. Now we will stay before your gates as the armed besiegers that seem to perturb you so badly, and we will see if that brings better results."

"You repeatedly mention food," Bard added. "If that is your greatest concern, then perhaps the absence of anything to eat will bring you to your senses! You have gold; we have food. If you will not trade the one for the other, then chew on your gold, and see how it fattens you! When you are ready to treat with us as we deserve, then we also will be ready."

"Until then, get used to the sight of armed elves and men outside your gates," Thranduil finished.

Thorin's answer was to take a bow and launch an arrow into Bard's shield. "So be it," Bard said. They withdrew out of bowshot range and began setting up tents.

Balin looked concerned. "Maybe, if we just gave them a little gold, they'll take that as a good sign and they'll back off."

"They will extort nothing from us by the threat of force," Thorin said decisively. "Our supplies and reinforcements will arrive any day. When we see them coming, we will come out, fully armed, and we will fall on them from two sides at once! When that happens, the elves will look out for the elves, the men will look out for the men, and the dwarves will own the battlefield. Then we will see who has to chew on their money."

That night was a hard one for the dwarves. The prevailing wind carried the smells of the men's and elves' campfires toward them, filling their noses with the scents of food cooking. They endured their _cram_ for one more meal and desperately hoped that the supply caravan from the Iron Hills would arrive tomorrow.

Amazingly, it did, and it was accompanied by no less than five hundred dwarven warriors, armed and armored for battle. Some of them came to join the new King Under the Mountain; others simply meant to escort the wagons through the wild lands and then return to their homes. Bard held up his hand for the caravan to stop. "Who approaches this camp, armed and looking for a fight?"

"I am Dáin Ironfoot," the principal dwarf said proudly as he stepped forward. "I am kinsman to Thorin, King Under the Mountain. We bring him the supplies and volunteers that he has requested in order to reestablish his kingdom. We are ready for battle because we had to pass through goblin country to get here. Now you tell me: who is besieging this mountain that belongs to the dwarves?"

"I am Bard, and I command the forces of Lake Town," Bard answered. "King Thranduil commands the elves of Mirkwood Forest. We both want the same thing – a fair payment from your kinsmen in exchange for things that they have already been given. Your King Under the Mountain, Thorin Oakenshield, is unwilling to share his great wealth with us, even though we were generous with him."

"I have heard the story from Ori, Dori, and Nori," Dáin answered. "We will be happy to help work out some kind of arrangement, once our food supplies have been delivered to our King. Please stand aside and let us through."

"No," Thranduil retorted. "No one will go in or out of that gate unless they bear the payment in gold that is due us."

Dáin scowled. "If the only way for us to make our delivery is to fight our way through, then so be it." Soldiers from all three forces began to draw their weapons.

"Halt, fools!" came a sharp voice.

"Mithrandir?" Thranduil had not seen Gandalf in years.

"Dread has come upon you all!" the wizard exclaimed, pointing to the north with his staff. "The goblins have heard that Smaug no longer guards his treasure. Now the forces of Bolg approach, riding on Wargs, in numbers like the sand of the sea." The taller humans and elves could see a distant dust cloud rising.

Bard turned to Dáin. "Business and payments can wait! If we do not stand united against that horde, then we will all be dead before the sun rises tomorrow."

"Agreed," Thranduil nodded. "There will be one more alliance between men and elves, it seems."

"Is there room for a third member in your alliance?" Dáin asked. "We have differences that need to be settled, but for now, only fools fight in a burning house! Today, we must fight together." They quickly agreed on how to dispose their respective armies and threw up some hasty defensive works.

Bilbo looked down on it all. "Four armies?" he asked rhetorically.

The dragon shook his great head forlornly. "More useless deaths. They will never learn."

"Will you get involved in this fight?" the hobbit asked him. "After all, they're fighting over the treasure that you guarded for so many years."

"That treasure is no longer my concern," Smaug said firmly. "It belongs to the dwarves now; let them keep it or lose it as best they can. I have no reason to risk myself in this battle."

"But you do!" Bilbo exclaimed. "You have the best reason of all! You keep saying you wish you could do more for the dwarves to make reparations to them, right?"

"Yes," Smaug nodded slowly.

"And you want to do something for Bard, the descendant of Girion lord of Dale, don't you?"

"Again, yes."

"Well, here is your great opportunity, Smaug! If you fight on the same side as the men and the dwarves, on the same battlefield where you once fought against them, then you can right that old wrong, and discharge your debt to them both. You will owe them nothing! The old debt will be paid in full."

Smaug swung his head around to stare at Bilbo, eyes wide. "Yes... yes, I believe you may be right. As Mithrandir said, where did you acquire such wisdom? Are you completely certain that this is a good thing for me to do?"

"Yes," Bilbo answered, "as long as you keep your fire away from the men and the dwarves... and the elves as well. That goblinish army must be big enough that you could make many firing passes without coming near any of our allies."

"Are you so certain of it that you would willingly play a role in it with me?" Smaug pressed him.

"Erm... what did you have in mind?"

Smaug looked out the entrance. The leading edge of the mass of goblins and Wargs was becoming visible. "The last thing I want is more useless deaths. In this confused battle of multiple armies, I will need another pair of eyes to help me find my enemies and, in particular, to stay clear of my friends. Will you ride on my shoulders and help to guide me in my attacks?"

 _Oh my, Bilbo, did you leave the Shire for this?_ he thought. "You... you mean... _fly_ with you?"

"Yes, exactly," Smaug said. "You can help me select the best targets for my fire, and help me avoid flaming our allies by mistake. Also, when the men, elves, and dwarves see you on my back, they will realize that I am fighting for the free people of Middle Earth, and they may be less inclined to loose a few arrows in my direction. You will be perfectly safe; my back spines will keep you from falling off, and my body will shield you against any attacks from the goblins. The battle will soon be joined; please decide quickly."

 _The Tookish side of my family never imagined anything like this!_ he thought as he crawled up Smaug's forearm and settled himself between two of the big back-spines. "I suppose I'm ready," he called, "although I am not fully convinced that – _**AAAAAH!"**_

Whatever else he was about to say was snatched out of his mouth by sheer terror as the dragon vaulted into the air. Bilbo felt the great back muscles pulsing with each flap as they slowly gained height. He glanced down at the surging horde of goblins and gasped, "Look at them all! How can any army stand against so many enemies?"

"Then we must reduce their numbers," the dragon said grimly as he swung into a broad banked turn. He stretched his neck and tail straight out and partially furled his wings, transforming himself into a huge red-gold arrow as he went into a shallow dive. He breathed in deeply.

The long blast of flame that followed cut a broad swath through the goblins and their wolf-mounts. Fur, clothing, and leather armor caught fire; goblins and Wargs threw themselves on the ground and rolled desperately, or ran in panic. If the goblins had been attacking in any kind of formation, that formation would have been hopelessly disrupted, but the goblin attack plan was not much more than a mob. On they surged; now the elves' arrows began to pick them off by the dozen. But the goblins were attacking by the hundreds. They stepped over their fallen comrades the way they might step over a fallen log, and kept coming.

Smaug swept in for another firing pass, trying to disrupt the goblins' front ranks. He was halfway though his attack when Bilbo suddenly shouted, "Turn right! Turn right!" He did so, then swung his head back to face the hobbit.

"Was there a reason for that outburst?"

"You were about to overfly the elves' cavalry," Bilbo explained. "That would have frightened the horses and scattered them. We may need that cavalry before the day is over."

Smaug took a quick glance at the battlefield below. "Yes, you are quite right. That is why I asked you to fly with me. Now, once more into the breach!" He made one more devastating pass along the goblins' front line. After that, the two sides began to mingle and it was too risky to aim near the battle front. But there were plenty of targets just behind that front. Again and again, the dragon glided down and unleashed his hellish flames onto the masses of goblins. Again and again, scores of them fell, or broke and ran, but their places were taken by even more goblins. Some of them shot arrows into the sky, or threw their spears as the dragon passed overhead. Most of their missiles missed; the goblins were unaccustomed to shooting at a moving target above them, even a target as big as a dragon. The few arrows and spears that hit simply bounced off his tough belly scales, except for one that hit a bare patch on Smaug's chest. He winced, but the arrow was weakly shot and did not go deep.

But that arrow triggered something deep inside the dragon. He let out a bellow, not any words that someone might recognize, but a raw, deep blast of sound that drew the attention of everyone on the battlefield for a moment. Bilbo felt him go nearly rigid except for his wings. He curled around toward the source of the arrow that had struck him. His eyes actually glowed red with rage. He roared, "Now I am become _Death,_ the destroyer of worlds!" and his attacks took on a new dimension. Now he wasn't just strafing the goblins with fire from above; now, in between blasts of flame, he swooped down upon them, reaching out with his claws and striking down his enemies left and right, and lashing at them with his tail as he passed. When he spotted an unusually dense cluster that looked like goblin leaders, he simply landed on top of them and crushed them with his great mass before leaping back into the air again. Bilbo realized that he was no longer a co-pilot on a dragon, but merely a helpless passenger on an out-of-control weapon of mass destruction. He cowered low and hoped that the goblins wouldn't see him.

Those goblins had come prepared to fight humans, elves, and dwarves. They had no plan and no weapons for dealing with this unstoppable winged demon. As they tried to avoid his attacks, their frontal assault on the free peoples began to waver. This made it easier for the human and elven archers to dispatch their targets; as the swordsmen and spearmen took their toll on the front ranks of the goblins, those front ranks were not replenished so quickly. Even the best-led, most well-disciplined army will be hard-pressed to withstand attacks from two directions at once, and the goblins were neither well-led nor well-disciplined. They were showing signs of breaking and running, and that was when two more forces struck them from unexpected directions. The great eagles arrived from the north and added their fierce aerial attacks to the dragon's uncontrolled rage, and Beorn waded into the fray from the south, first rescuing a badly-wounded Thorin, then striking down Bolg, the goblin chief.

The arrival of the great birds finally turned the tide once and for all in this Battle of Six Armies, as it came to be called (the historians styled Smaug a one-dragon army). After that, the goblins' tactics became nothing but a frantic attempt to escape annihilation, and annihilation was the fate that most of them found. The loss of life among the men, elves, and dwarves was serious, but the power of the goblins was broken for at least a generation. Between the eagles, the free peoples, and the dragon, four out of five goblins never returned to their caves in the mountains, and the Wargs were nearly wiped out.

When the last of them had fled in panic, pursued by eagles and by elvish horsemen, Smaug leveled off. Bilbo felt a great shiver pass through the dragon from head to tail. He began to relax as he looked down and saw only dead goblins and Wargs. He sighed deeply and whispered, "It is done."

Then he remembered that he had a passenger. He looked back with a startled expression. "Bilbo! I quite forgot that you were there. Giving in to the dragons' rage was not part of my plan at all. Are you all right, my friend?"

"I... I think so," Bilbo stammered, still pale and half-terrified from what he'd just gone through. "But I have to wonder if even the Bullroarer himself would have willingly gone to war in such a fashion!"

The dragon managed a slight chuckle. "I think that, from now on, your Bullroarer must take second place when tales are told of hobbit courage." He glided down and landed in the middle of the battlefield. All the surviving soldiers gave him plenty of room; they had seen him fighting the goblins and slaying them by the hundreds, but he was still a large, frightening-looking dragon. Gandalf began to walk over to speak to him... and froze in mid-stride as he noticed Bilbo sliding down the huge creature's shoulder to the ground.

"Just when I think that the two of you have surprised me beyond all measure, you come up with a new way to astound me," he finally said. "Bilbo, do hobbits ride dragons in the Shire, or is this another new invention of yours?"

"Actually, it was his idea," Bilbo said.

"Bilbo, can you do something for me?" the dragon asked, almost plaintively. "There is an arrow stuck in my chest. Will you please pull it out?"

"Yes, of course I will!" the hobbit exclaimed. Smaug rolled over onto his side, and Bilbo laboriously climbed up onto him, using the rough edges of his scales as footholds, until he reached the bare patch and pulled out the arrow.

"Ahh. Thank you, my friend," the dragon said. "That feels better already." He waited until Bilbo had slid down and gotten clear, then rolled right-side-up. He noticed Gandalf, Thranduil, Dáin, and Bard all staring at him. "We won?" Smaug asked, as though he could not see the evidence of thousands of dead goblins at his feet.

"We won," Gandalf replied. "You were a great help. It must have been a novel experience, fighting on behalf of the ones you once fought against, on the same battlefield as before."

"It was," the dragon said. "It was also a novel experience to have a rider helping to guide my attacks."

"So that is what my ancestors faced on this battlefield," Dáin said softly. "I, for one, am heartily glad that you were on our side this time."

"Did my eyes deceive me," Thranduil said, "or was that hobbit riding the dragon throughout the battle?"

"Yes, he was," Gandalf answered, "and I daresay he has earned a new name. Bilbo, you may no longer refer to yourself as Barrel-rider, for you are now Dragon-rider. I think the new name will win you more respect than the old one."

"Bilbo Dragon-rider?" The hobbit repeated the name. "I think it sounds a bit pretentious for a simple hobbit."

"You are no simple hobbit," Bard cut in. "That feat took an uncommon amount of courage, to say nothing of the fact that you are not trained for war. There is a great deal more to you than meets the eye."

"I don't know about the 'courage' part; the dragon kept me quite safe," Bilbo said. "But what of Thorin and his friends? Are they all right?"

Bard, Dáin, and Thranduil lowered their eyes. Gandalf answered for them. "Fili and Kili fell protecting Thorin. Thorin himself will join them soon. If you have anything that you wish to say to him, then I suggest that you go and say it now." He gestured with his staff toward a tent that was surrounded by dwarves. They respectfully made way for him to enter. Any lingering doubts about his worthiness had been dispelled by the sight of him riding a dragon.

"Thorin!" he exclaimed. The dwarven chief was pale from multiple wounds and was fading quickly.

"Bilbo," he said softly. "My fate is sealed; others must enjoy our victory. But you have behaved bravely and honorably throughout this adventure. No dwarf could have done better. You truly are the lucky number."

"Thorin, King Under the Mountain, may you live forever!" Bilbo burst out, and went down on one knee.

"Alas, that is not to be. I have said some harsh words to you, and I would unsay them if I could. You are as brave as any, more honest than most, and more resourceful than any others I have met; yet somehow, it does not go to your head, as the gold went to mine. If more of us valued food and cheer and song above hoarded gold, it would be a merrier world. But sad or merry, I must leave it soon. Go in peace, Bilbo Dragon-rider. But before you go, I would have words with one other."

Bilbo stepped out of the tent, dried his eyes on his sleeve, and called, "Smaug!"

"What is it?" the dragon asked.

"Thorin, King Under the Mountain, wishes to speak to you before he... goes."

The dragon could not enter the tent, of course. Oin and Gloin held the tent flaps open, and Smaug bent down so that one huge eye could look inside the tent. "Yes, Thorin Oakenshield?" he rumbled.

"Smaug, there was a misunderstanding long ago that took the lives of my people. You and Bilbo have righted that old wrong. There will be no further hatred aimed at you by my people from this day forward. I... oh, how hard it is for a dwarf to say these words! I... I forgive you." There were shocked gasps from the dwarves surrounding the tent when they overheard those words.

"Thank you," said the dragon, and he sounded touched.

"Now my end is near," the dwarf went on. "Two of us rule over parts of this mountain today, and you are the more noble of the two, for the lure of gold and silver never found a hook in your heart. Fate made me a king and you a dragon; it might have been well if our roles could have been reversed. But soon, only one of us will rule the mountain. Farewell, Smaug the Golden."

"Farewell, Thorin Oakenshield, King Under the Mountain," Smaug said sadly, and withdrew. The dwarves let the tent flaps fall shut.


	9. Chapter 9

**Wicked Worm** Chapter 09

 _Epilogue_

It took weeks to clean up the battlefield. The goblins carried precious little plunder, and their weapons and armor were made of inferior metal and second-rate leather, so the usual spoils of war did not amount to much. The only thing the winners gained was a season of peace.

Dáin II Ironfoot took Thorin's place as King Under the Mountain. He swiftly put the dwarves to work sealing off all underground entrances to the Dragons' Hall, as they now called it, and sounding out the lower levels for a good location for a new Great Hall. He gave one-fourth of Thorin's share of the treasure to the men of Lake Town and one-fourth to the elves of Mirkwood Forest, minus the Arkenstone, which was laid on Thorin's chest just before his barrow was sealed. (He kept the other one-half for himself; that half of a one-fourteenth share still made him a very wealthy dwarf.) The next time the dragon overflew Mirkwood in search of game, the elves saw him, but held their arrows. They never loosed a shaft at him again.

When the people of Lake Town saw the prosperity that Bard's efforts had brought them, compared to their current Master and his high tax rates, they rose up _en masse_ and chased the Master out of town. Bard refused to accept the title of Master, preferring to be called Warder. "But when we rebuild Dale," he said, "then I would be open to accepting my ancestors' title of Lord of that fair town." Construction began that spring.

Bilbo was dismayed to see just how vast his fourteenth share of the golden hoard would be. "Bless me, I think this amount alone would make a fine bed for a dragon!"

"It would make a very find bed indeed," nodded Smaug. "Of course, it will be a bed for no dragons, for it will make its way back west to your Shire with you."

"I would need every horse and wagon in Lake Town to bring home a fraction of it all," the hobbit said. "I cannot even imagine what I might spend it on. Such wealth is wasted on me." Then he paused. "Do you want it, Smaug?"

"It is yours, not mine," the dragon said. "You earned it according to your contract with the dwarves. I have had quite enough of gold that I did not take fairly."

For an answer, Bilbo drew Sting and shouted, "You have insulted my treasure! Now defend yourself!" He took several half-hearted swings at the dragon's huge claws, which were the only parts of Smaug that he could reach, and actually cut a notch into one of them with his final stroke. The dragon flinched and reflexively breathed out a quick puff of flame that singed Bilbo's hair.

"Aiee! I yield!" he shouted as he jumped back and sheathed his sword. "I surrender! You've beaten me fairly. My treasure is yours now."

"Why, you little..." the dragon burst out, then stopped, and chuckled deep in his throat. "Will your cleverness never end? Letting a burglar like you live may have been the wisest thing I have ever done. I thank you deeply, my friend." Bilbo arranged for the dwarves to leave his share of the gold in the Dragons' Hall, except for two chests of gold and silver coins that a pony could carry without straining. The dragon began shifting the gold about, in order to make a comfortable bed for himself.

Five nights later, the dwarves were awakened by a lookout's cry. Something large and dark was flying toward them from the north, and it was breathing out fire as it came. Was this a repeat of Smaug's attack on the mountain a hundred and fifty years ago, but with a different dragon this time?

Smaug saw it, and his heart leaped. "At last!" he shouted, and took flight faster than he had done in years. Now there were two dark shapes breathing out fire as they flew.

Bilbo smiled and made his way to the guards' outpost. "There's nothing to fear," he told them. "It is just Smaug's great dream come true at last. A mate has come to him."

"What if it's another male, hoping to meet a female here like Smaug is?" one dwarf asked.

"Erm... I'd rather not dwell on that possibility," Bilbo shrugged.

The two great reptiles landed in the Dragons' Hall the next morning. The newcomer was somewhat smaller than Smaug, a pale yellow in color, with brown markings. Bilbo woke as they landed, and worried for a moment whether the new dragon would attack him. She looked all around. "I have seen one or two golden beds that were larger than this one," she commented, "but this is certainly nothing to be ashamed of. Yes, it will do nicely." Then she noticed the hobbit, hissed, and stepped back.

"Bilbo, this is Aurelia of the Golden Horn, my new mate," Smaug introduced her. "Aurelia, this is Bilbo Baggins, the hobbit."

"Why are we not killing this intruder in our halls?!" she demanded. She drew a breath that probably meant fire.

"Bilbo is not an intruder," Smaug corrected her hurriedly as he stepped between them. "He is a Dragon-friend."

"He is a what?" she asked, baffled.

"The elves are pleased to name certain members of other species as Elf-friends," Smaug explained, "so I am within my rights to name Bilbo Baggins as a Dragon-friend. He has rendered great service to dragons... and also to dwarves, men, elves, and even wizards, although most of them are unaware of what he has done for them."

"Oh, " Aurelia said. "I did not expect this. Out of respect for you, I will not kill him. Still, he should not be here. This place is for us and our egg."

The hobbit bowed to her. "Bilbo Baggins, at your service. But I suppose I need to find another place to sleep now. You will be wanting this hall for your own purposes."

"You are quite correct," Smaug agreed with a nod toward his new mate, "but please do not feel like you are being rudely evicted. It is because of you that this day has finally come for me, and I am thankful, as I should be. But Aurelia will not lay her egg for nearly half a year, so I have some time before me. As a final gesture of gratitude for all that you have done, I will take you anywhere in Middle Earth that you wish to go... except here."

"There is only one place I wish to go," Bilbo said without having to think about it, "and that is back to the Shire. But I fear that your appearing there would cause quite an unpleasant stir."

"Then I will take you to the outskirts of the Shire, and you may walk the rest of the way without revealing the fact that you are a Dragon-friend," Smaug decided, and so it was done. Bilbo said his farewells to the dwarves, gathered such belongings as he had acquired on his journey, and climbed onto Smaug's back. The flight from the Lonely Mountain back to the Shire was done in five days; it would have taken him months to walk or ride that far, and it was by no means certain that such a return journey would have brought him home safe and unharmed.

"Farewell, Bilbo Baggins, burglar, Barrel-rider, and Dragon-friend," Smaug said courteously as the hobbit dismounted. "We will probably never see each other again. I count it a privilege to have known you."

"The privilege was mine," Bilbo said. "I, too, fear that we will never meet again. But meeting you once was, well, amazing. Not many can say that they have spoken face to face with a dragon and lived. I am able to count one as... a friend." He hesitantly reached up and touched the great creature's nose. "Farewell, Smaug the Golden. Fly high and free. And, if you will, take Gandalf's warning about Sauron seriously. He is seldom wrong about such things."

"I will, my small friend. May the hair on your feet never grow thin!" He turned, bounded into the air, and flapped slowly away toward the east. Bilbo watched him until he was out of sight.

He returned to Bag End, and was surprised to find an auctioneer setting prices on all of his belongings. "We thought you were dead," the auctioneer said apologetically. Had he arrived much later, all of his worldly goods might have been sold, and Bag End would have been taken over by the Sackville-Bagginses. Those unsavory relatives were quite put out when he reappeared and publicly announced that he was still very much alive.

He lived comfortably after that, occasionally spending a few coins of his treasure on gifts for his relatives. He never left the Shire again, until near the end of his life (but that is another story). Gandalf visited him from time to time, sometimes bringing Balin or one of the other dwarves with him. The wizard always inquired about Bilbo's ring, which struck the hobbit as odd. The other hobbits, in turn, regarded Bilbo as odd. He paid them no mind; he was comfortable with who he was. He used his spare time to write a book about his travels, which he called "There and Back Again (On Dragon's Wings)." In general, he lived a contented, peaceful life, as befitted a hobbit of means.

Many years later, Sauron did, indeed, attempt to seduce Smaug with enticements of power. He sent one of his Nazgûl on a fell winged beast to the Lonely Mountain. But the Dragons' Hall was empty; Smaug, along with Aurelia and their son Bilbothorin, had flown back to the northern wastes years ago (after leaving firm instructions with the dwarves that the golden hoard was not to be touched) and Sauron's messenger could not find him. The dwarves of Erebor could do but little against a Nazgûl, but Sauron's servant had no cause or desire to fight them, so he left them alone and flew back to the land of Mordor, his mission unaccomplished.

But in one way, both Smaug and Bilbo turned out to be quite mistaken. At the end of Bilbo's days in Middle Earth, as the white ship from the Grey Havens set sail with himself, his nephew Frodo, and Gandalf on board, he noticed a shadow on the water next to them. He glanced up and saw a huge dragon flying along with them, making his way to the Undying Lands right beside them. Smaug glanced down at Bilbo and grinned. "So we meet again after all, my small, clever friend."

"Smaug!" Bilbo exclaimed with a huge smile. "You're going on this trip with us?"

"I think it is best," the dragon replied solemnly. "The world is changing around us. Men will soon rule everything, I might be the last of my kind, and there is no longer a place here for me. It is time for me to seek a forever-home, even if it means leaving nearly all of my gold behind. I have heard that there are much greater wonders in the place where we are going."

"Nearly all of your gold?" Bilbo asked. "How are you able to carry any gold at all?"

"The dwarves did some clever work for me before I flew north," Smaug replied. "They cut out the centers of a few hundred of my golden coins, leaving the outer rings. They kept the centers as their payment, and they fashioned the rings into links in a chain, which they fastened around my neck. They also attached one other treasure, which I had come to value above all others." Bilbo looked carefully and saw, hanging from the chain, the golden drinking cup that he had first burgled from Smaug's hoard. The cup that had started it all.

Frodo turned to Gandalf. "How can this be? I thought that the dragons were the creations of Morgoth, the evil one, and that the ships that sail to the Undying Lands were for the elves and the ring-bearers."

"Smaug _was_ a ring-bearer, from a certain point of view," Gandalf answered. "I happen to know that one of the Seven Rings of the Dwarves fell into his possession for a short season, long before your time. He never actually wore it, of course, and possessing it had no effect on him, for it was never meant for dragons. Sauron contrived to reclaim it before much time had passed. Still, that was enough to qualify him for this journey if he was inclined to go, and it seems that he is quite willing.

"As for the dragons' nature, Morgoth did bring them into being for evil purposes. But he permitted them to have intelligence, and with intelligence comes free will. Most of the drakes gladly chose to follow Morgoth's way of greed, power, and hate. But this one dragon turned back into the way of reconciliation and honor. He truly did much wrong in this world, but he admitted his wrongdoing and did whatever could be done to make it right. The Undying Lands will not turn away such a one as that, any more than they would turn away a certain pair of trouble-making hobbits."

The graceful ship steadily sailed away, with the great dragon slowly flapping and gliding next to it, until both passed forever out of sight.

 _The End_

 **o**

 _A/N_  
 _Those of you who have followed my many "How to Train Your Dragon" stories will know that I hate to see a dragon get an unhappy ending. Usually, that applies to good dragons, but in this case, I decided to work with a not-so-good dragon. I portray Smaug as a complex, conflicted character driven by a sense of honor, but one who is still a dragon in every way. He does not suffer fools gladly, he refuses to be swayed by technicalities, and he still loves his gold and silver._

 _I confess, the tone of this story is uneven. There are places where I tried to emulate Tolkien's style in the original book, and there are other places where my own style of writing is more prominent. This was not deliberate; it just came out that way. Duplicating Tolkien's style (or anyone else's style) is hard over the long haul._

 _Most of my fanfics are filled with cultural references, but I did very few, if any, in this story. There are two lines from the original "Star Trek" scattered here and there, but I included them only because they perfectly fit the situation, not because I was going for humor. I almost had Smaug throw in a "Princess Bride" line at the end of Chapter 1 as Bilbo was sneaking out of the main hall - "Good night, Barrel-rider. Sleep well. I'll most likely kill you in the morning," but I finally decided to leave it out because it didn't fit the tone of the story._

 _Somewhere after the posting of Chapter 8, this story got its 1000th view._


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